UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
Promissory Note
Effective on March 19, 2023 (the “Effective Date”), Ideanomics, Inc. (the “Company”) issued a promissory note (the “Note”) to Tillou Management and Consulting LLC, a New Jersey limited liability company (the “Noteholder” or “Tillou”), an entity controlled by Vince McMahon, the father of our Executive Chairman Shane McMahon, in the principal amount of $2,000,000 (the “Loan”). The Company agreed to pay the aggregate unpaid principal amount of the Loan, all accrued and unpaid interest, and all other amounts payable under the Note on demand any time after April 20, 2023. The principal amount outstanding under the Note bears interest at a rate of 20% per annum (the “Interest Rate”). If any amount payable under the Note is not paid when due, such overdue amount shall bear interest at the Interest Rate plus 2%. The Company may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The principal amount of the Note shall become due and payable in the event of a default pursuant to the Note.
Pledge Agreement
Pursuant to a Pledge Agreement between the Company and Tillou, dated as of the Effective Date, as collateral for the Company’s obligations under the Note, the Company granted to the Noteholder a security interest in a purchase obligation of YA II PN, Ltd., under the Amended and Restated Standby Equity Purchase Agreement between the Company and YA II PN, Ltd..
Item 1.01 of this Current Report on Form 8-K contains only brief descriptions of the material terms of the Note and Pledge Agreement, which do not purport to be complete and are subject to, and qualified in their entirety, by reference to the Note and Pledge Agreement attached hereto as Exhibits 10.1, and 10.2, respectively, which are incorporated herein by reference.
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.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Promissory Note between Ideanomics, Inc. and Tillou Management and Consulting LLC, dated March 19, 2023. | |
| 10.2 | Pledge Agreement between Ideanomics, Inc. and Tillou Management and Consulting LLC, dated March 19, 2023. | |
| 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: March 23, 2023 | By: | /s/ Alfred P. Poor |
| Alfred P. Poor | ||
| Chief Executive Officer | ||