Item 1.01. Entry into a Material Definitive Agreement.
As previously reported on Form 8-k filed on December 26, 2019, Ideanomics, Inc.
(the "Company") completed the initial closing with respect to a Securities
Purchase Agreement (the "Purchase Agreement"), dated December 19, 2019, with YA
II PN, Ltd. a company incorporated and existing under the laws of the Cayman
Islands ("YA II PN"), pursuant to which YA II PN agreed to purchase from the
Company up to $5,000,000 in units consisting of secured convertible debentures,
which shall be convertible into shares of the Company's common stock at $1.50
per share, subject to anti-dilution adjustments, and shares of the Company's
Common Stock.
On December 31, 2019, the Company completed the second closing (the "Second
Closing") in accordance with the Purchase Agreement pursuant to which YA II PN
invested $1,000,000 in the Company in exchange for a $1,000,000 convertible
debenture (the "Note") and 712,329 shares of Common Stock. The Second Closing
was conditioned upon the Company filing with the U.S. Securities and Exchange
Commission (the "SEC") a registration statement in accordance with that certain
registration rights agreement (the "RRA"). dated December 19, 2019. Such
registration statement was filed with the SEC on December 31, 2019. The Note
matures on December 31, 2020 and accrues at an 4% interest rate. Pursuant to the
terms of the Convertible Note, YA II PN has anti-dilution rights which adjust
the $1.50 conversion price in connection with issuances below $1.00.
The foregoing description of the Purchase Agreement, the Note and the
Registration Rights Agreement is not purported to be complete and is qualified
in its entirety by reference to the complete text of such agreement which will
be filed as an exhibit to a Form 10-K of the Company, as required.
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 Purchase Agreement and the Note discussed in
Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.
Item 3.02. Unregistered Sales of Equity Securities.
The information pertaining to the sale of shares of the Common Stock discussed
in Item 1.01 of this Form 8-K is incorporated herein by reference in its
entirety.
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 Regulation S under the Securities
Act.
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