Form 8-K IDEANOMICS, INC. For: Aug 15

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2022

 

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	20-1778374
(State or other jurisdiction of	(IRS Employer
incorporation)	Identification No.)

 

001-35561

(Commission File Number)

  

1441 Broadway, Suite 5116, New York, NY 10018

(Address of principal executive offices) (Zip Code)

 

212-206-1216

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:  

 

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	IDEX	The Nasdaq Stock Market

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Amendment No. 3 to Secured Promissory Note No. 1

 

On August 15, 2022, Ideanomics, Inc. (the “Company” or the “Lender) and Via Motors International, Inc. (the “Borrower”) entered into an amendment (the “Amendment No. 3”) to the Secured Promissory Note No. 1, dated May 20, 2022, as amended on June 17, 2022 and July 19, 2022 (the “Promissory Note”). Under the Amendment No. 3, the Borrower borrowed, and the Lender advanced, an additional amount of US$2,600,000 on the terms and conditions set forth in the Promissory Note. Pursuant to the Amendment No. 3, the Borrower and the Lender agreed as follows: (a) the principal sum payable under the Promissory Note, shall be US$11,681,889 and (b) simple interest on (i) US$2,181,889 shall accrue from May 20, 2022; (ii) US$5,100,000 shall accrue from June 17, 2022; (iii) US$1,800,000 shall accrue from July 19, 2022; and (iv) US$2,600,000 shall accrue from August 15, 2022, in each case, till the maturity date at the rate of 4% per annum.

 

Any amounts advanced pursuant to Amendment No. 3. shall not be deducted from the purchase price contemplated by that certain Agreement and Plan of Merger dated August 30, 2021, as amended (the “Merger Agreement”).

 

The foregoing description of the Amendment No. 3 is qualified in its entirety by reference to the full text of Amendment No. 3, which is attached as Exhibit 10.1 to this Current Report on Form 8-K (this “8-K)”.

 

Amendment No. 4 to Secured Convertible Promissory Note

 

On August 15, 2022, the Lender and Borrower entered into an amendment (the “Amendment No. 4”) to the Secured Convertible Promissory Note dated August 30, 2021, as amended on May 20, 2022, June 17, 2022 and July 12, 2022 (“Secured Convertible Note”). Under the Amendment No. 4, the Borrower borrowed, and the Lender advanced, an additional amount of US$1,600,000 on the terms and conditions set forth in the Secured Convertible Note. Pursuant to the Amendment No. 4, the Borrower and the Lender agreed as follows: (a) the principal sum payable under the Promissory Note, shall be US$55,418,111 and (b) simple interest on (i) US$42,500,000 shall accrue from August 30, 2021; (ii) US$2,318,111 shall accrue from May 20, 2022; (iii) US$3,200,000 shall accrue from June 17, 2022; (iv) US$5,800,000 shall accrue from July 12, 2022; and (v) US$1,600,000 shall accrue from August 15, 2022, in each case, till the maturity date at the rate of 4% per annum.

 

Any amounts advanced pursuant to Amendment No. 4. shall be deducted from the purchase price contemplated by that the Merger Agreement.

 

The foregoing description of the Amendment No. 4 is qualified in its entirety by reference to the full text of Amendment No. 4, which is attached as Exhibit 10.2 to this 8-K.

 

Item 8.01 Other Events.

 

On August 11, 2022, the Company exercised its option, pursuant to Section 9.1(d) of the Merger Agreement to extend the date for termination under 9.1(d) to September 30, 2022.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number		Description
10.1		Amendment No. 3 to Secured Promissory Note No. 1.
10.2		Amendment No. 4 to Secured Convertible Promissory Note.
104		Cover page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURES

 

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.

 

	Ideanomics, Inc.
Date: August 19, 2022	By:	/s/ Alfred P. Poor
		Alfred P. Poor
		Chief Executive Officer

 

 

Exhibit 10.1

 

AMENDMENT NO.3 TO SECURED PROMISSORY NOTE NO.1

 

This Amendment No. 3 to the Secured Promissory Note No. 1 (the “Amendment”), is made as of August 15, 2022 is by VIA Motors International, Inc., (the “Borrower”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Promissory Note (defined below).

 

WHEREAS, the Borrower issued a certain Secured Promissory Note No. 1 dated May 20, 2022, as amended on June 17, 2022 and July 19, 2022 (“Promissory Note ”) to Ideanomics Inc., (“Lender”) promising to repay the loan amount of $9,081,889.00 advanced by the Lender.

 

WHEREAS, the Borrower wishes to borrow, and the Lender wishes to advance, an additional amount of US$ 2,600,000.00 on the terms and conditions set forth in the Promissory Note.

 

WHEREAS, the Borrower desires to amend the Promissory Note as provided herein.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, mutually agree as follows:

 

1.	Notwithstanding anything to the contrary in the Promissory Note, effective as of the date hereof:

 

a.

the principal sum payable under the Promissory Note shall be ELEVEN MILLION SIX HUNDRED EIGHTY-ONE THOUSAND EIGHT HUNDRED EIGHTY-NINE Dollars (US$11,681,889.00).

 

b.

Simple interest on (i) US$ 2,181,889 shall accrue from May 20, 2022; (ii) US$ 5,100,000 shall accrue from June 17, 2022; (iii) US$ 1,800,000.00 shall accrue from July 19, 2022; and (iv) US$ 2,600,000.00 shall accrue from the date hereof in each case, till the Maturity Date at the rate of four percent (4%) per annum (such principal and interest together and all other amounts due and owing under the Promissory Note, the “Obligations”).

 

2.	Except to the extent herein expressly modified by the foregoing provisions of this Amendment, the Promissory Note is hereby ratified and confirmed in all respects.

 

3.	This Amendment may be executed by electronic signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

 

[signature page follows]

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.

 

	VIA MOTORS INTERNATIONAL, INC., a Delaware corporation
	By:	/s/ Robert C. Purcell
	Name:	Robert C. Purcell
	Title:	CEO

 

Acknowledged by:
IDEANOMICS, INC., a Nevada corporation
By:	/s/ Alf Poor
Name:	Alf Poor
Title:	Authorized Signatory

 

 

 

Exhibit 10.2

 

AMENDMENT NO.4 TO SECURED CONVERTIBLE PROMISSORY NOTE

 

This Amendment No. 4 to the Secured Convertible Promissory Note (the “Amendment”), is made as of August 15, 2022 by VIA Motors International, Inc., (the “Borrower”). Capitalized terms used but not defined herein shall have the respective meanings given to them in the Note (defined below).

 

WHEREAS, the Borrower issued a certain Secured Convertible Promissory Note dated August 30, 2021, as amended on May 20, 2022, June 17, 2022 and July 12, 2022 (“Note”) to Ideanomics Inc., (“Lender”) promising to repay the loan amount of $53,818,111.00 advanced by the Lender.

 

WHEREAS, the Borrower wishes to borrow, and the Lender wishes to advance, an additional amount of US$ 1,600,000.00 on the terms and conditions set forth in the Note.

 

WHEREAS, the Borrower desires to amend the Note as provided herein.

 

NOW, THEREFORE, in consideration of the mutual covenants herein contained and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, mutually agree as follows:

 

1.	Notwithstanding anything to the contrary in the Note, effective as of the date hereof:

 

a.

the principal sum payable under the Note shall be FIFTY-FIVE MILLION FOUR HUNDRED AND EIGHTEEN THOUSAND ONE HUNDRED AND ELEVEN Dollars (US$55,418,111.00).

 

b.

Simple interest on (i) US$42,500,000 shall accrue from August 30, 2021; (ii) US$ 2,318,111 shall accrue from May 20, 2022, (iii) US$ 3,200,000 shall accrue from June 17, 2022, (iv) US$ 5,800,000 shall accrue from July 12, 2022; and (iv) US$ 1,600,000.00 shall accrue from the date hereof, in each case, till the Maturity Date at the rate of four percent (4%) per annum (such principal and interest together and all other amounts due and owing under the Note, the “Obligations”).

 

2.	Except to the extent herein expressly modified by the foregoing provisions of this Amendment, the Note is hereby ratified and confirmed in all respects.

 

3.	This Amendment may be executed by electronic signatures and in any number of counterparts with the same effect as if all signatory parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

 

[signature page follows]

 

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed and delivered in its name and on its behalf, all as of the day and year first above written.

 

	VIA MOTORS INTERNATIONAL, INC., a Delaware corporation
	By:	/s/ Robert C. Purcell
	Name:	Robert C. Purcell
	Title:	CEO

 

Acknowledged by:
IDEANOMICS, INC., a Nevada corporation
By:	/s/ Alf Poor
Name:	Alf Poor
Title:	Authorized Signatory

 

[Signature Page to Amendment No. 4 to the Convertible Note]

 

 

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