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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 22, 2023
IDEANOMICS, INC.
(Exact name of registrant as specified in charter)
| Nevada |
001-35561 |
20-1778374 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 114 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
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))
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 (17 CFR §230.405) or Rule 12b-2 of
the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.03. Material
Modification to Rights of Security Holders.
On August 22, 2023,
Ideanomics, Inc. (the “Company”) filed a Certificate of Change with the Nevada Secretary of State to effect a reverse stock
split of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), at
a ratio of 1-for-125 (the "Reverse Stock Split"). The Reverse Stock Split became effective at 12:01 am, Eastern Time, on August
25, 2023 (the "Effective Date").
Reason for
the Reverse Stock Split
The Company is
effecting the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement (the "Minimum Bid Requirement"), as set
forth in Nasdaq Listing Rule 5550(a)(2) (the "Rule"), for continued listing on The Nasdaq Capital Market. As previously
disclosed, on April 20, 2023, the Company was notified by the Listing Qualifications Staff (the “Staff”) of Nasdaq that
the Company did not meet the minimum closing bid price requirement of $1.00 for continued listing, as set forth in Nasdaq Listing
Rule 5550(a)(2), as the Staff determined that as of April 19, 2023, the Company’s securities had a closing bid price of $0.10
or less for ten consecutive trading days, from April 5 through April 19, 2023. Also, as previously disclosed, the Staff determined
that the Company was eligible for two (2) consecutive 180-day periods to attempt to regain compliance with the Rule. To regain
compliance with the Rule, the closing bid price of the Company's Common Stock must be at least $1.00 per share for a minimum 10
consecutive business days.
Effects of
the Reverse Stock Split
Effective Date;
Symbol; CUSIP Number. The Reverse Stock Split became effective with Nasdaq, and the Common Stock began trading on a split-adjusted
basis, at the opening of business on the Effective Date. In connection with the Reverse Stock Split, the CUSIP number for the Common
Stock will change to 45166V205. The trading symbol for the Common Stock will remain “IDEX.”
Split Adjustment;
Treatment of Fractional Shares. On the Effective Date, the total number of shares of Common Stock held by each stockholder of
the Company will be converted automatically into the number of shares of Common Stock equal to: (i) the number of issued and outstanding
shares of Common Stock held by each such record holder immediately prior to the Reverse Stock Split divided by (ii) 125. Any fractional
share of Common Stock that would otherwise result from the Reverse Stock Split will be rounded up to the nearest whole share. As a result,
no fractional shares will be issued in connection with the Reverse Stock Split and no cash or other consideration will be paid in connection
with any fractional shares that would otherwise have resulted from the Reverse Stock Split. The Company intends to treat stockholders
holding shares of Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner
as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed
to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name;”
however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split.
Also on the Effective
Date, all options and other convertible securities of the Company outstanding immediately prior to the Reverse Stock Split will be adjusted
by dividing the number of shares of Common Stock into which the options and other convertible securities are exercisable or convertible
by 125 and multiplying the exercise or conversion price thereof by 125, as applicable, all in accordance with the terms of the plans,
agreements or arrangements governing such options and other convertible securities and subject to rounding to the nearest whole share.
Certificated
and Non-Certificated Shares. Stockholders who hold their shares in electronic form at brokerage firms or with the transfer agent
of the Common Stock do not need to take any action, as the effect of the Reverse Stock Split will automatically be reflected in their
accounts.
Stockholders who
are holding their shares in electronic form at brokerage firms do not need to take any action, as the effect of the Reverse Stock Split
will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates may (but are not required to) send
the certificates to the Company's transfer agent and registrar, Transfers Online. Transfer Online will issue a new stock certificate
reflecting the Reverse Stock Split to each requesting stockholders.
Certificate
of Change. The Company is effecting the Reverse Stock Split pursuant to the Company’s filing of a Certificate of Change
(the “Certificate”) with the Nevada Secretary of State on August 22, 2023, in accordance with Nevada Revised Statutes (“NRS”)
78.209. The Certificate became effective at 12:01 a.m. Eastern Time on the Effective Date. A copy of the Certificate is attached hereto
as Exhibit 3.1 and is incorporated herein by reference.
No Stockholder
Approval Required. The Reverse Stock Split was approved by the Board of Directors of the Company and given effect pursuant to
and in accordance with NRS 78.207 and, as such, no stockholder approval of the Reverse Stock Split is required.
Capitalization. Prior
to the Reverse Stock Split, the Company was authorized to issue 1,500,000,000 shares of Common Stock. As a result of the Reverse Stock
Split, the Company is authorized to issue 12,000,000 shares of Common Stock. As of August 22, 2023, there were 1,499,275,356 shares of
Common Stock outstanding. As a result of the Reverse Stock Split, there will be approximately 11,994,203 shares of Common Stock outstanding.
The Reverse Stock Split will not have any effect on the stated par value of the Common Stock.
The Reverse Stock
Split does not affect the Company’s authorized preferred stock. There are no outstanding shares of the Company’s preferred
stock. After the Reverse Stock Split, the Company’s authorized preferred stock of 10,000,000 shares will remain unchanged.
Immediately after the Reverse Stock
Split, each stockholder’s relative ownership interest in the Company and proportional voting power will remain virtually unchanged
except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
Item 5.03. Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth in Item 3.03
of this Current Report on Form 8-K is hereby incorporated by reference into this Item 5.03. A copy of the Certificate is filed as Exhibit
3.1 to this Current Report on Form 8-K.
Item 7.01 Regulation FD Disclosure.
On August 23, 2023,
the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
The information
furnished under Item 7.01 and Item 9.01, including Exhibits 99.2 and 99.3 hereto, of this Current Report on Form 8-K shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to
liabilities under that Section, nor shall it be deemed incorporated by reference into any registration statement or other filings of
the Company made under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The
furnishing of the transcript is not intended to constitute a representation that such furnishing is required by Regulation FD or that
the transcript includes material investor information that is not otherwise publicly available.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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. |
| |
|
| |
By: |
/s/
Alfred P. Poor |
| Date: August 25, 2023 |
Name: Alfred P. Poor |
| |
Title: Chief Executive Officer |
