Item 1.01 Entry into a Material Definitive Agreement.
Ideanomics, Inc. (the "Company") entered into a convertible debenture (the
"Note"), dated January 15, 2021 with YA II PN, Ltd. (the "Investor") with a
principal amount of $37,500,000 (the "Principal"). The Note has a fixed
conversion price of $3.31 (the "Conversion Price). The Conversion Price is not
subject to adjustment except for subdivisions or combinations of common stock.
The Principal and the interest payable under the Note will mature on July 15,
2021 (the "Maturity Date), unless earlier converted or redeemed by the Company.
At any time before the Maturity Date, the Investor may convert the Note at their
option into shares of Company common stock at a fixed conversion price of $3.31.
The Company has the right, but not the obligation, to redeem ("Optional
Redemption") a portion or all amounts outstanding under this Note prior to the
Maturity Date at a cash redemption price equal to the Principal to be redeemed,
plus accrued and unpaid interest, if any; provided that the Company provides
Investor with at least 15 business days' prior written notice of its desire to
exercise an Optional Redemption and the volume weighted average price of the
Company's common stock over the 10 Business Days' immediately prior to such
redemption notice is less than the Conversion Price. The Investor may convert
all or any part of the Note after receiving a redemption notice, in which case
the redemption amount shall be reduced by the amount so converted. No public
market currently exists for the Note, and the Company does not intend to apply
to list the Note on any securities exchange or for quotation on any inter-dealer
quotation system. The Note contains customary events of default, indemnification
obligations of the Company and other obligations and rights of the parties. The
Company used the proceeds from the offer and sale of the Note, among other
sources of funds, to fund the purchase of Wireless Advanced Vehicle
Electrification, Inc. for an aggregate purchase price of $50,000,000 (the "WAVE
Acquisition"). The Wave Acquisition was previously disclosed by the Company in a
Current Report on Form 8-K filed with the Securities and Exchange Commission on
January 19, 2020.
The Note was offered pursuant to the Company's effective registration statement
on Form S-3 (Registration Statement No. 333-239371) previously filed with the
Securities and Exchange Commission and a prospectus supplement thereunder (the
"Registration Statement"). A prospectus supplement relating to the offering of
the securities has been filed with the SEC and is available on the SEC's website
at http://www.sec.gov. Upon the offering of the Note, the aggregate amount of
securities registered by the Company under the Registration Statement was
exhausted. The Company currently has 371,604,199 shares of common stock
outstanding.
The foregoing description of the Note is qualified in its entirety by reference
to the full text of the Note, a copy of which is filed herewith as Exhibit 10.1
to this Current Report on Form 8-K and is incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information pertaining to the Note discussed in Item 1.01 of this Form 8-K
is incorporated herein by reference in its entirety.
Item 9.01 Financial Statements and Exhibits
d) Exhibits
Exhibit No. Description
10.1 Convertible Debenture between the Company and YA II PN, Ltd, dated
January 15, 2021 in the principal amount of $37,500,000
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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