SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Entry into a Material Definitive Agreement.
Investment in Silk EV Cayman LP
On January 28, 2021, Ideanomics, Inc. (“Ideanomics”) entered into a convertible promissory note (the “SilkEV Note”) with SilkEV Cayman LP (“SilkEV”) pursuant to which Ideanomics invested $15,000,000. The Note will accrue 6% interest and is due and payable upon request by Ideanomics on January 28, 2022 (the “Maturity Date”). SilkEV is a US/Italian automotive engineering and design services company, primarily engaged in the design, development and production services for fully electric premium, high luxury, and hypercars. Ideanomics received customary representations and warranties from SilkEV. The SilkEV Note is subject to customary events of default. In the event that SilkEV issues and sells partnership interests or other equity securities (and not other notes) (“Equity Securities”) to investors (the “Investors”) on or before the Maturity Date in an equity financing with total proceeds to SilkEV of not less than €40,000,000 (including the proceeds of any then outstanding convertible indebtedness of the Company to be converted in connection with such equity financing including, without limitation, this Note and any other convertible notes issued by SilkEV) (a “Qualified Financing”), then the outstanding principal amount of this Note and any unpaid accrued interest (the “Outstanding Accrued Interest”) shall convert into Equity Securities sold in the Qualified Financing at a conversion price equal to the cash price for an equivalent portion of such Equity Securities by the investors in the Qualified Financing (which may be represented by a capital contribution and associated capital account) multiplied by 0.80; provided, however, that in lieu of converting the Outstanding Accrued Interest, SilkEV shall have the option (in its sole discretion) to pay the Outstanding Accrued Interest to Ideanomics in cash.
The foregoing description of the SilkEV Note is qualified in its entirety by reference to the full text of the SilkEv 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.
Convertible Debenture Financing
Ideanomics, Inc. (the “Company”) entered into a convertible debenture (the “Note”), dated January 28, 2021 with YA II PN, Ltd. (the “Investor”) with a principal amount of $65,000,000 (the “Principal”). The Note has a fixed conversion price of $4,12 (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 28, 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 $4.12. 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 Note was offered pursuant to the Company’s effective registration statement on Form S-3ASR (Registration Statement No. 333-252230) 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.
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 10.2 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|
|10.1||Convertible Promissory Note between the Company and Slk EV Cayman LP, dated January 28, 2021 in the principal amount of $15,000,000|
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: February 1, 2021||By:||/s/ Alfred Poor|
|Title:||Chief Executive Officer|