UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry into a Material Definitive Agreement.
Fourth Amendment to Secured Convertible Debenture Purchase Agreement
As previously reported, on July 14, 2023, Ideanomics, Inc. (the “Company”) entered into the Fourth Amendment to the Secured Debenture Purchase Agreement, as previously amended (the “Fourth Amended SDPA”) with YA II PN, Ltd. (“YA II”), and Timios Acquisition 1 LLC (together with YA II, collectively, the “Buyer”), which further amended the original Secured Debenture Agreement. On September 7, 2023, the Company consummated the sale to the Buyer of a new Secured Convertible Debenture (the “Sixth Debenture”) in a private placement pursuant to the Fourth Amended SDPA for a purchase price of $450,000. Upon the terms and subject to the conditions contained in the Fourth Amended SDPA and Sixth Debenture, the Company promises to pay to the Buyer $500,000 on October 6, 2023, (a) subject to earlier redemption at the Company’s option and (b) subject to acceleration at the holder’s option upon an event of default described in the Sixth Debenture. The Company will pay no interest on the outstanding principal amount of the Sixth Debenture, provided that the interest rate shall be 18% upon an event of default.
Upon an event of default, the holder of the Sixth Debenture is entitled to convert any portion of the outstanding principle and accrued interest into shares of the Company’s common stock (the “Common Stock”), at a conversion price per share equal to the lower of (i) $2.46 (subject to adjustment in certain circumstances as described in the Sixth Debenture) or (ii) 90% of the lowest daily volume weighted average price of the Common Stock during the ten consecutive trading days immediately preceding the conversion date, but not lower than $0.492. The Sixth Debenture contains a standard “buy-in” provision in the event that the Company fails to shares within three trading days after receipt of a notice of conversion, and a standard “blocker” provision that limits the right to convert any portion of the Sixth Debenture to the extent that after giving effect to such conversion he holder together with its affiliates would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
The proceeds of the Sixth Debenture were used to pay fees due to Energica Motor Company S.p.A.l.
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The foregoing are only summaries of the material terms of the Fourth Amended SDPA and the Sixth Debenture, and do not purport to be complete descriptions of the rights and obligations of the parties thereunder, and such summaries are qualified in their entirety by reference to such agreements, which are filed as exhibits to this Current Report on Form 8-K.
2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 above regarding the sale by the Company of the Sixth Debenture is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Fourth Amendment to the Secured Debenture Purchase Agreement [incorporated by reference to exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.: 001-35561) filed on July 20, 2023] | |
| 10.2 | Secured Convertible Debenture dated September 7, 2023 | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document). |
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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: September 14, 2023 | By: | /s/ Alfred Poor |
| Alfred Poor | ||
| Chief Executive Officer | ||
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