Item 1.01 Entry into a Material Definitive Agreement.
Amendment No. 12 to Secured Convertible Promissory Note
On December 19, 2022, Ideanomics, Inc. (the "Company") and Via Motors
International, Inc. (the "Borrower") entered into an amendment (the "Amendment
No. 12") to the Secured Convertible Promissory Note dated August 30, 2021, as
amended (the "Secured Convertible Promissory Note"). Under the Amendment No. 12,
the Borrower agreed to borrow, and the Company agreed to advance, an additional
amount of US$1,000,000 on the terms and conditions set forth in the Secured
Convertible Promissory Note. Pursuant to the Amendment No. 12, the principal sum
payable under the Secured Convertible Promissory Note shall be US$62,218,111 and
simple interest on US$1,00,000 shall accrue from December 14, 2022, till the
maturity date at the rate of 4% per annum.
Any amounts advanced pursuant to the Amendment No. 12 shall be deducted from the
purchase price contemplated by that that certain Agreement and Plan of Merger
dated August 30, 2021, as amended.
The foregoing description of the Amendment No. 12 is qualified in its entirety
by reference to the full text of the Amendment No. 12, which is attached as
Exhibit 10.1 to this Current Report on Form 8-K.
Promissory Note
Effective on December 13, 2022 (the "Effective Date"), the Company promised to
pay to the order of 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, the principal amount of
$2,000,000 (the "Loan"), together with all accrued interest thereon, as provided
in the promissory note entered into between the Company and the Noteholder dated
as of the Effective Date (the "Note"). 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 January 15, 2023.
The principal amount outstanding under the Note has an interest at a flat rate
equal to 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
As collateral for the Company's obligations under the Note, the Company granted
to the Noteholder a security interest in the Secured Collateral as that term is
defined and as provided in the Pledge Agreement between the Company and the
grantors listed on the signature pages to the Pledge Agreement, dated as of the
Effective Date.
The terms and conditions of the Pledge Agreement are incorporated by reference
herein as if stated in full.
Subordination Agreement
Pursuant to that certain Security Agreement dated October 26, 2022 between YA PN
II ("YA") and the Company, YA maintains a first priority security interest in
certain assets of the Company, including, without limitation, that certain
convertible note receivable (the "Inobat Note") between Inobat Auto, J.S.A. and
the Company dated December 24, 2021, wherein the Company is the lender. As of
the Effective Date, the outstanding balance on the Inobat Note was 10,000,000
EUR. Pursuant to the Subordination Agreement entered into among the Company, YA
and the Noteholder, dated as of the Effective Date, YA consented to Tillou's
security interest in the Inobat Note up to an aggregate of $2.4 million and
agreed to subordinate its security interest in the Inobat Note (but only the
Inobat Note) to Tillou's security interest up to an aggregate of $2.4 million,
subject to the other provisions set forth therein.
The Subordination Agreement will terminate on the first to occur of (i) Tillou's
receipt of $2.4 million by Tillou with respect to the Tillou Financing
Agreements; or (ii) the termination of the Tillou Financing Agreements (as
defined in the Pledge Agreement) for any reason.
The terms and conditions of the Subordination Agreement, are incorporated by
reference herein as if stated in full.
Item 1.01 of this Current Report on Form 8-K contains only a brief description
of the material terms of the Note, Pledge Agreement and the Subordination
Agreement, do not purport to be complete and are subject to, and qualified in
their entirety, by reference to the Note, Pledge Agreement and the Subordination
Agreement attached hereto as Exhibits 10.2, 10.3, and 10.4, 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 Amendment No. 12 to Secured Convertible Promissory Note.
Promissory Note between Ideanomics, Inc. and Tillou Management and
10.2 Consulting LLC, dated December 13, 2022.
Pledge Agreement between Ideanomics, Inc. and Tillou Management and
10.3 Consulting LLC, dated December 13, 2022.
Subordination Agreement among Ideanomics, Inc., Tillou Management and
10.4 Consulting LLC and YA PN II, dated December 13, 2022.
Cover page Interactive Data File (embedded within the Inline XBRL
104 document).
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