8-K 1 tv514641_8k.htm FORM 8-K

 

 

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): February 19, 2019

 

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

  

Nevada 20-1778374
(State or other jurisdiction (IRS Employer
of incorporation)

Identification No.)

 

001-35561

(Commission File Number)

 

55 Broadway, 19th Floor, New York, NY 10006

(Address of principal executive offices) (Zip Code)

 

212-206-1216

(Registrant’s telephone number, including area code)

 

(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 (see General Instruction A.2. below):

 

  ¨ 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))

 

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 1.01Entry into a Material Definitive Agreement.

 

On February 19, 2019, Ideanomics, Inc. (“Ideanomics”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with SolidOpinion, Inc., a Deleware corporation (“SolidOpinion”), Pursuant to the Asset Purchase Agreement, Ideanomics issued 4,500,000 shares of its common stock in exchange for $2,500,000 and certain intellectual property, including SolidOpinion’s CommentsRadar product and technology. The parties agreed that 450,000 of such shares of common stock will be held in escrow in connection with SolidOpinion’s indemnity obligations pursuant to the Asset Purchase Agreement.

 

In connection with the above transaction, the Company also entered into a piggyback registration rights agreement (the “Registration Rights Agreement”) with SolidOpinion pursuant to which SolidOpinion received piggyback registration rights.

 

The foregoing description of the Asset Purchase Agreement 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-Q of the Company, as required.

  

 

 

  

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: February 25, 2019 By: /s/ Alfred Poor  
  Alfred Poor  
  Chief Executive Officer