IDEANOMICS, INC.

(IDEX)
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Delayed Nasdaq  -  04:00 2022-08-17 pm EDT
0.6768 USD   -1.05%
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IDEANOMICS, INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

06/16/2022 | 05:11pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 2 To Agreement and Plan of Merger

As previously reported, Ideanomics, Inc. ("Parent"), Longboard Merger Corp. ("Merger Corp"), Via Motors International, Inc. (the "Company"), and Shareholder Representative Services LLC solely in its capacity as Shareholders' Representative have entered into that certain Agreement and Plan of Merger dated August 30, 2021, as amended pursuant to Amendment No. 1 to Agreement and Plan of Merger dated May 20, 2022 (together, the "Merger Agreement"), pursuant to which Merger Corp will merge with and into the Company with the Company surviving the merger as a wholly-owned subsidiary of the Parent.

On June 15, 2022 (the "Effective Date"), the parties to the Merger Agreement deleted certain defined terms in Section 1.1 of the Merger Agreement and replaced the deleted defined terms with the following:

"Secured Convertible Promissory Note" means the first priority Secured Convertible Promissory Note, issued by the Company to the order of Parent, dated August 30, 2021 and as amended, with the amount, structure, terms and conditions of funding thereunder as specified therein.

"Secured Convertible Promissory Note Amount" means the amount of unpaid principal and interest outstanding from time to time under the Secured Convertible Promissory Note.

"Secured Promissory Note" means the Secured Promissory Note No. 1, issued by the Company to the order of Parent, dated May 20, 2022, or any other secured promissory note issued by the Company to the order of Parent as contemplated in Section 5.23(b) hereof, with the amount, structure, terms and conditions of funding thereunder as specified in such note.

The parties to the Merger Agreement also deleted Section 2.10(b) of the Merger Agreement in its entirety and replaced Section 2.10(b) with the following:

"Except as set forth in the Voting and Lock-up Agreements and this Section 2.10, each Major Stockholder shall not sell, assign, transfer or otherwise dispose of, or enter into, any contract, option, swap, hedge, derivative, or other arrangement or understanding with respect to the sale, assignment, pledge, or other disposition of any of the Stock Consideration issued to such Major Stockholder at the Effective Time (such restriction, the "Major Stockholder Lock-up"). The Stock Consideration subject to the Major Stockholder Lock-up shall be released as follows: (A) on a date that is six (6) months from the Closing Date twenty-five percent (25%) of the Stock Consideration issued to the Major Stockholders shall be released from Major Stockholder Lock-up; (B) on a date that is eight (8) months from the Closing Date twenty-five percent (25%) of the Stock Consideration issued to the Major Stockholders shall be released from Major Stockholder Lock-up; (C)on a date that is ten (10) months from the Closing Date twenty-five percent (25%) of the Stock Consideration issued to the Major Stockholders shall be released from Major Stockholder Lock-up; and (D) on a date that is twelve (12) months from the Closing Date twenty-five percent (25%) of the Stock Consideration issued to the Major Stockholders shall be released from Major Stockholder Lock-up."

Further, the Merger Agreement was amended by inserting the following new Section 5.23:

"5.23 Parent Loans to the Company.

(a) From time to time until the Closing Date, Parent shall loan the Company such amounts as Parent and the Company mutually agree to meet certain operating expenses of the Company, under the terms of the Secured Convertible Promissory Note, which shall be amended accordingly, with the amounts, structure, terms and conditions of funding thereunder as specified therein (the "Bridge Loans").

(b) In addition, from time to time until the Closing Date, Parent shall loan the Company additional amounts for programs and facilities under the terms of one or more Secured Promissory Notes (the Bridge Loans plus the aggregate amounts loaned by Parent to the Company under Secured Promissory Notes, collectively, "Additional Funds.")

(c) Parent's obligation to provide Additional Funds to the Company is subject to the Company delivering an officer's certificate signed by the chief executive officer of the Company to the effect that, assuming the Additional Funds are provided to the Company (i) the Fundamental Representations of the Company are true and correct in all respects (subject only to de minimis exceptions) as of the date when the certificate is issued, except for those Fundamental Representations of the Company made as of a specified date, which shall be measured only as of such specified date, and (ii) the representations and warranties of the Company in the Merger Agreement (other than the Fundamental Representations) are true and correct(without giving effect to any "materiality" or "Material Adverse Effect" qualifications) in all respects as of the date when the certificate is issued, except for such representations and warranties made as of a specified date, which shall be measured only as of such specified date except, in the case of sub-clause (ii), where the failure of such representations and warranties to be true and correct would not have a Material Adverse Effect on the Group Companies, taken as a whole.

(d) If this Agreement is terminated, all principal and interest accrued on the Additional Funds advanced by Parent to the Company will be due and payable as follows: (i) if Company terminates this Agreement under Section 9.1(d) or if Parent terminates this Agreement under Section 9.1(b), such amounts will be due and payable on the 6-month anniversary of the occurrence of such termination; provided, however, Parent may not terminate this Agreement under Section 9.1(b) if Parent's failure to provide any Additional Funds has been a principal cause of or resulted in a material breach of any of the representations, warranties or covenants of the Company in this Agreement; or (ii) if this Agreement is terminated under Section 9.1(a), (c), (d) or (f) or for any other reason, such amounts will be due and payable on the 12 month anniversary of the occurrence of such termination."

Further, parties to the Merger Agreement deleted Section 9.1(d) in its entirety and replaced with the following and inserted Section 9.1(f):

"(d) by written notice by either the Company or Parent to the other, at any time after August 31, 2022 if the Closing shall not have occurred on or prior to such date; provided, that the right to terminate this Agreement under this Section 9.1(d) shall not be available to such party if the action or inaction of such party or any of its Affiliates has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement; also provided, however, that Parent may extend the date in this Section 9.1(d) by up to thirty (30) days at its sole election, by written notice from Parent to Company no later than August 15, 2022."

"(f) by the Company, at any time prior to the Closing, if Parent fails to fund the Bridge Loans as agreed by Parent and the Company, subject to satisfaction of the condition in Section 5.23(a) hereof."

The foregoing descriptions of the amendments to the Merger Agreement are qualified in their entirety by reference to the full text of Amendment No. 2 to Agreement and Plan of Merger, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number     Description
  10.1       Amendment No. 2 to Agreement and Plan of Merger.
           Cover page Interactive Data File (embedded within the Inline XBRL
104        document).

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Financials (USD)
Sales 2021 128 M - -
Net income 2021 -103 M - -
Net Debt 2021 - - -
P/E ratio 2021 -3,22x
Yield 2021 -
Capitalization 337 M 337 M -
Capi. / Sales 2021 2,62x
EV / Sales 2022 1,13x
Nbr of Employees 110
Free-Float 92,6%
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Mean consensus HOLD
Number of Analysts 1
Last Close Price 0,68 $
Average target price 1,00 $
Spread / Average Target 47,8%
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Managers and Directors
Alfred P. Poor Chief Executive Officer & Director
Conor John McCarthy Chief Financial Officer
Shane B. McMahon Executive Chairman
Keith Byers Senior Vice President-Operations
James S. Cassano Non-Executive Vice Chairman
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