Item 1.01 Entry into a Material Definitive Agreement
On June 5, 2020, the audit committee and the board of directors (the "Board") of
Ideanomics, Inc. (the "Company") approved reducing the conversion price of the
following debt to $0.59 per share in an effort to reduce the currently
outstanding debt of the Company, contingent upon the immediate conversion of all
such debt at $0.59 per share: (i) promissory note in the amount of $1,502,300,
inclusive of outstanding interest, held by Sun Seven Stars Investment Group
Limited, an affiliate of Mr. Bruno Wu, now convertible into 2,546,271 shares of
common stock at $0.59 per share (the "Wu Note Common Stock"); (ii) advances to
the Company in the amount of $1,585,900 made by affiliates of Mr. Bruno Wu, now
convertible into 2,687,966 shares of common stock at $0.59 per share (the "Wu
A/P Common Stock"); and (iii) promissory note in the amount of $3,000,000,
inclusive of outstanding interest, held by Mr. Shane McMahon now convertible
into 5,084,746 shares of common stock at $0.59 per share (the "McMahon Common
Stock, referred to collectively herein with the Wu Note Common Stock and the Wu
A/P Common Stock as the "Common Stock"). Mr. Wu is the Executive Chairman of the
Company and Mr. McMahon is a member of the Board. The note amendments as
described in the forgoing is not purported to be complete and is qualified by
reference to the complete text of such amendment which will be filed as an
exhibit to a form 10-Q of the company as required.
Item 3.02 Unregistered Sales of Equity Securities.
The information pertaining to the salof shares of the Common Stock discussed in
Item 1.01 of this Form 8-K is incorporated herein by reference in its entirety.
The Company issued the shares of its Common Stock in reliance on exemptions from
registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of
Regulation D promulgated thereunder and/or Regulation S under the Securities
Act.
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