Item 1.01 Entry into a Material Definitive Agreement.

Ideanomics, Inc., a Nevada corporation (the "Company") previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 2, 2022, that the Company entered into a Standby Equity Purchase Agreement (the "Original SEPA") with YA II PN, Ltd., ("YA").

First Amendment to the Original SEPA

On September 15, 2022 (the "Effective Date"), the Company and YA amended and restated the terms of the Original SEPA and entered into an amended and restated standby equity purchase agreement dated September 14, 2022 (the "Amended SEPA").

The amendments to the Original SEPA are principally provide for the following:

1. The Company will be able to sell up to one hundred fifty million of the


    Company's shares of common stock, par value $0.001 per share (the "Common
    Shares") at the Company's request any time during the 36 months following the
    date of the Amended SEPA's entrance into force.

2. "Commitment Amount" shall mean one hundred fifty million Common Shares,


    provided that, the Company shall not effect any sales under the Amended SEPA
    and the Investor shall not have the obligation to purchase Common Shares under
    the Amended SEPA to the extent (but only to the extent) that after giving
    effect to such purchase and sale the aggregate number of Common Shares (a)
    issued under the Amended SEPA and (b) issued pursuant to the Amended and
    Restated Convertible Debenture, dated August 29, 2022, by and between the
    Investor and the Company would exceed 19.9% of the outstanding Common Shares
    as of the date of the Amended SEPA (the "Exchange Cap") provided further that,
    the Exchange Cap will not apply if the average price of all applicable sales
    of Common Shares under the Amended SEPA (including any Commitment Shares (as
    defined below) in the number of shares sold for these purposes) equals or
    exceeds $0.59 (reference price as determined by Nasdaq Rules) per share (which
    represents the lower of (i) the Nasdaq Official Closing Price (as reflected on
    Nasdaq.com) on the Trading Day immediately preceding the date of the Amended
    SEPA; or (ii) the average Nasdaq Official Closing Price of the common stock
    (as reflected on Nasdaq.com) for the five Trading Days (as defined in the
    Amended SEPA) immediately preceding the date of the Amended SEPA).

3. The Company agreed to issue to YA an aggregate of 1,500,000 Common Shares, as


    a commitment fee (the "Commitment Shares").

The foregoing is a summary description of certain terms of the Amended SEPA. For a full description of all terms, please refer to the copy of the Amended SEPA that is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Amended SEPA.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number     Description
  10.1       Amended and Restated Standby Equity Purchase Agreement, dated as of
           September 14, 2022, by and between Ideanomics, Inc. and YA II PN, Ltd.
           Cover page Interactive Data File (embedded within the Inline XBRL
104        document).

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