SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.02||Unregistered Sales of Equity Securities.|
The information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety.
As previously disclosed, on January 8, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) for an aggregate purchase price of $50,000,000 in a combination of $15,000,000 of cash and $35,000,000 worth of Ideanomics stock as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. WAVE is a provider of wireless charging solutions for medium and heavy-duty electric vehicles. The Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on January 8, 2021, Item 1.01 of which is incorporated by reference herein. The Company issued the shares of its common stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or Regulations S under the Securities Act.
On January 15, 2021, Ideanomics closed the Transaction.
The Agreement contains customary representations, warranties, covenants, termination rights and indemnities of the parties. Non-fundamental representations and warranties survive for 18 months following the closing date and fundamental representations and warranties survive either indefinitely or for the statute of limitations. The Agreement also contains mutual indemnification obligations of the parties thereto on customary grounds. The indemnification obligations of the parties are capped at $5,000,000 for non-fundamental representations and warranties. The indemnification obligations of the parties for breaches of non-fundamental representations and warranties are subject to a $250,000 deductible, except in the case of fraud. The Agreement contains customary covenants.
Pursuant to the Agreement certain employees of WAVE entered into non-competition and solicitation agreements, and that Ideanomics agreed to fund $25,000,000 in growth capital to WAVE over the course of the two years following closing. Under the terms of the Agreement, $5,000,000 of the cash consideration portion of the purchase price shall be placed in an indemnity escrow to satisfy future indemnification obligations of the parties (if any). The Agreement also provides that $10,000,000 of the Ideanomics share consideration shall be held back at closing, to be released upon the receipt of certain consents to the Transaction not obtained prior to closing. If any such consent is not obtained within six months following the closing date, the portion of the $10,000,000 allocated to such consent in the Agreement will not be issued to the sellers.
In addition to the purchase price to be paid at closing, the Agreement contains three earnouts that could result in an additional payment of up to $30,000,000 to the sellers based upon: (i) revenue and gross profit margin metrics in calendar year 2021; (ii) revenue and gross profit margin metrics in calendar year 2022 and (iii) revenue and gross profit margin metrics for 2021 and 2022 collectively. Ideanomics has also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10,000,000 paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for 2021 and 2022.
The foregoing description of the Agreement and the Transaction does not purport to be complete, and is qualified in its entirety by reference to the terms and conditions of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
|Item 9.01||Financial Statements and Exhibits|
|10.1||Agreement and Plan of Merger by and among Ideanomics, Inc. and the stockholders of Wireless Advanced Vehicle Electrification, Inc.|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: January 19, 2021||By:||/s/ Alfred Poor|
|Chief Executive Officer|