Item 1.01 Entry into a Material Definitive Agreement.
On
Pursuant to the SEPA, the Company is required to register all shares which YA
may acquire. The Company agreed to file with the
Pursuant to the SEPA, the use of proceeds from the sale of the shares by the Company to YA shall be used by the Company in the manner as will be set forth in the prospectus included in the Registration Statement (and any post-effective amendment thereto) and any prospectus supplement thereto filed pursuant to the SEPA.
There are no other restrictions on future financing transactions. The SEPA does
not contain any right of first refusal, participation rights, penalties or
liquidated damages. The Company has paid
YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure of the SEPA.
Unless earlier terminated as provided under the SEPA, the SEPA shall terminate automatically on the earliest of (i) the first day of the month next following the 36-month anniversary of the Effective Date or (ii) the date on which the YA shall have made payment of Advances (as defined in the SEPA) pursuant to the SEPA for the Common Shares equal to the Commitment Amount (as defined in the SEPA).
The foregoing is a summary description of certain terms of the SEPA. For a full description of all terms, please refer to the copy of the SEPA that is filed herewith as Exhibits 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 SEPA.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description Standby Equity Purchase Agreement, dated as ofSeptember 1, 2022 , 10.1 by and betweenIdeanomics, Inc. andYA II PN, Ltd. Cover page Interactive Data File (embedded within the Inline XBRL 104 document).
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