IDEANOMICS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-22: Form 8-K; Period of report 2023-12-22; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders; Details 5.02.
- 2023-11-24: Form 8-K; Period of report 2023-11-24; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2023-09-14: Form 8-K; Period of report 2023-09-07; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; Details 1.01.
- 2023-09-13: Form 8-K/A; Period of report 2023-08-22; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-22 | 8-K | 2023-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) At the 2023 Annual Meeting of Stockholders of Ideanomics, Inc. (the “Company”) held on December 22, 2023 (the “Annual Meeting”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors, approved an amendment to the Company’s 2010 Equity Incentive Plan, as amended and restated, (the “Plan”) to authorize a total of 37,500,000 shares issuable under the Plan. 5.07 The Annual Meeting was held on December 22, 2023. | idex-20231222.htm |
| 2023-11-24 | 8-K | 2023-11-24 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 21, 2023, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2023. 7.01 On November 21, 2023, the Company held a conference call to discuss the Company’s financial results for the quarter ended September 30, 2023 A copy of the conference call transcript is attached hereto as Exhibit 99.2. | idex-20231124.htm |
| 2023-09-14 | 8-K | 2023-09-07 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets | 1.01 Entry into a Material Definitive Agreement. | tm2326157d1_8k.htm |
| 2023-09-13 | 8-K/A | 2023-08-22 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 On August 22, 2023, the Company filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-125 (the "Reverse Stock Split"). 5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. | tm2326089d1_8ka.htm |
| 2023-08-30 | 8-K | 2023-08-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 24, 2023, the board of directors appointed Paul Hancock as an independent director of the Company and as a member of the Audit Committee and Compensation Committee of the board, to be effective as of September 1, 2023. | tm2325119d1_8k.htm |
| 2023-08-25 | 8-K | 2023-08-22 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 3.03 On August 22, 2023, Ideanomics, Inc. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at a ratio of 1-for-125 (the "Reverse Stock Split"). 5.03 The information set forth in Item 3.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. 7.01 On August 23, 2023, the Company issued a press release announcing the Reverse Stock Split. | tm2324905d1_8k.htm |
| 2023-08-09 | 8-K | 2023-08-04 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 4, 2023, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2023. 7.01 On August 4, 2023, the Company held a conference call to discuss the Company’s financial results for the quarter ended March 31, 2023 A copy of the conference call transcript is attached hereto as Exhibit 99.2. | tm2323353d1_8k.htm |
| 2023-08-07 | 8-K | 2023-08-07 | 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 3.02 On August 7, 2023, Ideanomics, Inc. (“Ideanomics” or the “Company”) issued 70,093,458 shares of its common stock, par value $0.001 per share (the “Common Stock”) upon conversion of 3,000,000 outstanding shares of the Company’s Series B Convertible Preferred Stock by the holder thereof in accordance with their terms. 8.01 As previously reported, on March 14, 2023, Acuitas Capital, LLC (“Acuitas”) filed suit against Ideanomics in the U.S. District Court for the Southern District of New York, alleging breach of the Securities Purchase Agreement executed between the parties on November 14, 2022. | tm2323077d1_8k.htm |
| 2023-07-20 | 8-K | 2023-07-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2321727d1_8k.htm |
| 2023-07-03 | 8-K/A | 2023-01-25 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 This Amendment No. 1 on Form 8-K/A amends and supplements the Original Form 8-K to include the historical audited financial statements of Via and the pro forma combined financial information required by Item 9.01 of Form 8-K that were not included in the Original Form 8-K in reliance on the instructions to such item. | tm2320367d1_8ka.htm |
| 2023-06-16 | 8-K | 2023-06-12 | 8.01 Other Events | 8.01 The board of directors of Ideanomics, Inc. (the “Company”) has determined to discontinue the operations of its subsidiary Justly Markets LLC (“Justly”), a registered broker-dealer. | tm2319003d1_8k.htm |
| 2023-06-12 | 8-K | 2023-06-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 As previously reported on July 26, 2021, Ideanomics, Inc. (the “Company”) entered into a subscription agreement (the “Agreement”) to invest $25,000,000 in the Minority Depository Institution Keepers Fund (the “MDI Fund”) over a period of three years and was admitted as a limited partner of the MDI Fund. | tm2317853d1_8k.htm |
| 2023-06-12 | 8-K | 2023-06-02 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 2, 2023, Ideanomics, Inc. (the “Company”) received a letter (the “Letter”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was no longer in compliance with the independent director and audit committee requirements as set forth in Nasdaq Listing Rule 5605, which requires the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) to be comprised of a minimum of three independent directors. | tm2318465d1_8k.htm |
| 2023-05-16 | 8-K | 2023-05-10 | 3.02 Unregistered Sales of Equity Securities | 3.02 On May 10, 2023, pursuant to the previously disclosed Amended and Restated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between the Ideanomics, Inc. (the “Company”) and YA II PN, LTD. | tm2316006d1_8k.htm |
| 2023-05-08 | 8-K | 2023-05-01 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 2.01 The information set forth in Item 1.01 above regarding the sale by the Company of its shares of Fiducia is incorporated herein by reference. 5.02 On April 29, 2023, the Company received and accepted the resignation of Jerry Fan, an Independent Director of the Company, which shall be effective on May 31, 2023 (the “Resignation Effective Date”). | tm2314726d1_8k.htm |
| 2023-04-21 | 8-K | 2023-04-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported, on May 20, 2022, the Company received a deficiency notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). | tm2313462-1_8k.htm |
| 2023-04-20 | 8-K | 2023-04-14 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On April 14, 2023, the Company received the resignation of the Company’s Chief Financial Officer, Stephen Johnston, effective as of that date. | tm2313281d1_8k.htm |
| 2023-04-05 | 8-K | 2023-04-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | tm2311780d1_8k.htm |
| 2023-04-03 | 8-K | 2023-03-30 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On March 30, 2023, Ideanomics, Inc. (the “Company”) issued a press release announcing its financial results for the year ended December 31, 2022. 7.01 On March 30, 2023, the Company held a conference call to discuss the Company’s financial results for the year ended December 31, 2022. | tm2311230d1_8k.htm |
| 2023-03-31 | 8-K | 2023-03-30 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required. 3.02 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required. | tm2311130d1_8k.htm |
| 2023-03-30 | 8-K | 2023-03-29 | 7.01 Regulation FD Disclosure | 7.01 Ideanomics, Inc., a Nevada corporation (the “Company”) is filing this Current Report on Form 8-K for the purpose of furnishing certain consolidated financial information of its subsidiary, Timios Holdings Corp., and its consolidated subsidiaries as of, and for the years ended, December 31, 2022, 2021 and 2020, attached as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated by reference herein. | tm2310975d1_8k.htm |
| 2023-03-23 | 8-K | 2023-03-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 of this Current Report on Form 8-K contains only brief descriptions of the material terms of the Note and Pledge Agreement, which do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Note and Pledge Agreement attached hereto as Exhibits 10.1, and 10.2, respectively, which are incorporated herein by reference. 2.03 The information pertaining to the Note discussed in Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety. | tm2310226d1_8k.htm |
| 2023-03-21 | 8-K | 2023-03-20 | 8.01 Other Events | 8.01 Ideanomics, Inc., a Nevada corporation (“Ideanomics” or “we” or “our” or “us’) is filing tis Current Report on Form 8-K for the purpose of providing information relating to VIA Motors International, Inc., a Delaware corporation (including its subsidiaries, “VIA Motors” or “VIA”), which, as previously reported, was acquired by Ideanomics on January 31, 2023, through a triangular merger (the “Merger”), pursuant to the Amended and Restated Agreement and Plan of Merger dated January 24, 2023, as further amended (the “Merger Agreement”), including certain risk factors relating to the Merger and VIA Motors. | tm2310107d1_8k.htm |
| 2023-03-20 | 8-K | 2023-03-14 | 3.02 Unregistered Sales of Equity Securities | 3.02 On March 14, 2023, pursuant to the previously disclosed Amended and Restated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between the Ideanomics, Inc. (the “Company”) and YA II PN, LTD. | tm2310071d1_8k.htm |
| 2023-02-06 | 8-K/A | 2023-01-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 2.01 On the Closing Date, in accordance with the terms and conditions of the Merger Agreement, Parent completed the Merger. 3.02 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required. 5.03 In connection with the Merger, Parent filed Certificate of Designation of Series C Convertible Preferred Stock with the office of the Secretary of State of the State of Nevada. | tm235157d2_8k.htm |
| 2023-02-01 | 8-K | 2023-01-25 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.01 On the Closing Date, in accordance with the terms and conditions of the Merger Agreement, Parent completed the Merger. 3.02 The information included in Item 1.01 of this Current Report on Form 8-K is also incorporated by reference into this Item 3.02 of this Current Report on Form 8-K to the extent required. | tm234515d1_8k.htm |
| 2023-01-31 | 8-K | 2023-01-25 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 As previously reported by Ideanomics, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on September 2, 2021, the Company previously appointed Robin Mackie as President of Ideanomics Mobility. 7.01 Effective January 25, 2023, the Company announced the appointment of Macy Neshati as Chief Commercial Officer of the Company. | tm235030d1_8k.htm |
| 2023-01-30 | 8-K | 2023-01-30 | 7.01 Regulation FD Disclosure | 7.01 On January 30, 2023, Ideanomics, Inc., a Nevada corporation (the “Company”) issued an investor presentation (the “Investor Presentation”), which the Company presented to investors on January 30, 2023. | tm234874d1_8k.htm |
| 2023-01-20 | 8-K | 2023-01-13 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On January 13, 2023, pursuant to the previously disclosed Amended and Resated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between the Company and YA II PN, LTD. | tm233938d1_8k.htm |
| 2023-01-04 | 8-K | 2022-12-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 3.02 On December 28, 2022, pursuant to the previously disclosed Amended and Restated Standby Equity Purchase Agreement (the “SEPA”) dated September 14, 2022 between the Company and YA II PN, LTD. | tm231620d1_8k.htm |