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): October 21, 2020
IDEANOMICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 001-35561 | 20-1778374 |
|
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1441 Broadway, Suite 5116, New York, NY 10018
(Address of principal executive offices) (Zip Code)
212-206-1216
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ¨
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, par value $.001 | IDEX | The NASDAQ Stock Market |
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 21, 2020, Ideanomics, Inc. (“Ideanomics”) entered into a stock purchase agreement (the “Agreement”) with Solectrac, Inc. (“Solectrac”) pursuant to which Ideanomics acquired 14.7% of Solectrac through the purchase of common stock. Ideanomics received customary representations and warranties from Solectrac in the Agreement. Solectrac develops, assembles and distributes 100% battery-powered electric tractors—an alternative to diesel tractors—for agriculture and utility operations. Ideanomics will assume a seat on Solectrac’s board of directors. Ideanomics and Solectrac also entered into a stockholders agreement (the “Stockholders’ Agreement”) pursuant to which Ideanomics and the other stockholders of Solectrac received (i) preemptive rights to participate in a new sale of securities by Solectrac; (ii) a right of first refusal if a stockholder proposes to transfer its capital stock of Solectrac; (iii) co-sale rights if a stockholder proposes to transfer its capital stock of Solectrac; (iv) information rights which includes the right to receive Solectrac’s financial statements within 45 days of the end of each quarter and 120 days within the end of each fiscal year and (v) weighted average anti-dilution rights in the event Solectrac issues new securities for a per share consideration less than Ideanomics paid at a time when Ideanomics owns greater than 5% of Solectrac.
On October 22, 2020, Ideanomics, Inc. (the “Company”) issued a press release announcing the Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
The foregoing description of the Agreement and the Stockholders’ Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such agreement which will be filed as an exhibit to a Form 10-Q of the Company, as required.
| Item 5.07. | Submission of Matters to a Vote by Security Holders. |
On October 22, 2020, Ideanomics, Inc. (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters is set forth below. On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, the Company’s Class A common stock and Series A preferred stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Series A preferred stock entitled to ten votes per share of Series A preferred stock. Broker non-votes and abstentions are not considered votes cast at the Annual Meeting and are not counted for any purpose in determining whether a matter has been approved.
| 1. | Elect seven directors to serve for one-year terms |
| Nominee | Votes Cast For | Votes Withheld | Broker Non-Votes | Percentage of Votes Cast For |
| Bruno Wu | 101,374,445 | 2,786,827 | 53,459,011 | 97.32% |
| Alfred Poor | 98,491,803 | 5,669,469 | 53,459,011 | 94,55% |
| Shane McMahon | 99,685,075 | 4,476,197 | 53,459,011 | 95,70% |
| James Cassano | 95,375,040 | 8,786,232 | 53,459,011 | 91,56% |
| Jerry Fan | 95,232,944 | 8,928,328 | 53,459,011 | 91.42% |
| Chao Yang | 95,147,998 | 9,013,274 | 53,459,011 | 91.34% |
| Harry Edelson | 95,281,874 | 8,879,398 | 53,459,011 | 91.47% |
Each of the nominees was re-elected by the Company’s shareholders to serve on the board of directors for a one-year term expiring at the Company’s 2021 Annual Meeting of Shareholders, and until their respective successors have been elected, or until their earlier resignation or removal.
| 2. | Ratify the appointment of BF Borgers CPA PC as the independent registered accounting firm of the Company for the fiscal year ending December 31, 2020 |
| Votes Cast For | Votes Cast Against | Abstentions | Percentage of Votes Cast For |
| 146,222,671 | 5,826,414 | 5,571,198 | 96.16% |
Proposal No. 2 was approved by the Company’s shareholders.
| 3. | Approval of the amendment and restatement of the Company’s 2010 Equity Incentive Plan to increase the number of shares authorized for issuance under the Plan to 56,800,000 and so that the term of the Plan shall be until August 31, 2030 |
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | Percentage of Votes Cast For |
| 88,775,426 | 14,680,618 | 705,228 | 53,459,011 | 85.80% |
Proposal No. 3 was approved by the Company’s shareholders.
| 4. | Approval of the issuance of shares of common stock to Yorkville Advisors pursuant to the terms of a standby equity distribution agreement in accordance with the stockholder approval requirements of NASDAQ listing rule 5635(d) |
| Votes Cast For | Votes Cast Against | Abstentions | Broker Non-Votes | Percentage of Votes Cast For |
| 94,934,748 | 8,593,900 | 632,624 | 53,459,011 | 91.69% |
Proposal No. 4 was approved by the Company’s shareholders.
| Item 9.01 | Financial Statements and Exhibits |
d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated October 22, 2020 |
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: October 26, 2020 | By: | /s/ Alfred Poor | |
| Alfred Poor | |||
| Chief Executive Officer | |||
Exhibit 99.1
Ideanomics Invests in California-based e-Tractor Company, Solectrac
| - | Ideanomics acquires a 15% stake in e-Tractor company Solectrac, whose mission is to offer farmers independence from the pollution, infrastructure, and price volatility associated with fossil fuels |
| - | According to Research And Markets, the global agricultural tractor market is currently valued at $75 billion and poised for rapid growth |
|
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The largest segment for agricultural tractors is the below 40HP segment, where Solectrac’s initial three models address the broad needs of the market |
New York October 22, 2020/PRNewswire/ - Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company") is pleased to announce it has acquired 15% of California-based Solectrac, Inc. for the consideration of $1.3 million. Solectrac develops, assembles and distributes 100% battery-powered electric tractors—an alternative to diesel tractors—for agriculture and utility operations. With this investment in Solectrac, Ideanomics expands its global footprint in the electric vehicle (EV) industry, specifically in the category of specialty commercial vehicles. This investment marks its first in an existing US-based OEM, and Ideanomics will assume a seat on Solectrac’s Board of Directors.
“We are very impressed with Steve Heckeroth, CEO, his team, and their deep knowledge of the agricultural sector. We have been interested in this industry for some time because we knew EVs could have an immediate impact without the need for extensive infrastructure,” says Alf Poor, CEO of Ideanomics. “Solectrac is a pioneer in the electric tractor market and shares our motivation and passion for a cleaner tomorrow.”
According to Research And Markets, the global agricultural tractor market is currently valued at $75 billion, with the North American agricultural tractor market expected to reach $20 billion by 2023. The largest segment for agricultural tractors is the below-40HP segment, where Solectrac’s initial three models address the broad needs of the market. Its tractors are specifically designed to serve the needs of community-based farms, vineyards, orchards, equestrian arenas, greenhouses, and hobby farms.
“With our zero-emission electric tractors, tractor operators don’t have to choose between power and environmentally friendly practices,” says Steve Heckeroth, CEO and founder of Solectrac and visionary in the renewable energy and EV industry. “My life’s work has been dedicated to creating clean, renewable alternatives to fossil fuels. Now—with Ideanomics and the company’s unique experience and industry perspective—we are well-positioned to achieve these goals.”
Founded in 2012 to take small, farm-electric tractors into commercial production, Solectrac was incorporated as a California Benefit Corp in 2019. It has received grants from the Indian U.S. Science and Technology Fund (IUSSTF) and the National Science Foundation (NSF). Earlier this year, Solectrac received the World Alliance Solar Impulse Efficient Solutions label from the Solar Impulse Foundation. The label was awarded for being one of the one thousand most efficient and profitable solutions that can transition society to being economically viable while being environmentally sustainable.
For more information, visit: ideanomics.com and solectrac.com.
About Solectrac
Solectrac, Inc., located in Northern California, has developed 100% battery powered, all electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. The company’s mission is to offer farmers independence from the pollution, infrastructure, and price volatility associated with fossil fuels.
About Ideanomics
Ideanomics is a global company that facilitates the adoption of commercial electric vehicles and supports next-generation financial services and fintech products. Our electric vehicle division, Mobile Energy Global (MEG) provides group purchasing discounts on commercial electric vehicles, EV batteries and electricity, as well as financing and charging solutions; we refer to this business model as sales to financing to charging (S2F2C). Ideanomics Capital provides fintech services that include intelligent and innovative solutions powered by AI and blockchain. Together, MEG and Ideanomics Capital provide our global customers and partners with more efficient solutions for a greener economy.
The company is headquartered in New York, NY, with offices in Beijing, Hangzhou, and Qingdao, and operations in the U.S., China, Ukraine, and Malaysia.
Safe Harbor Statement
This press release contains certain statements that may include "forward looking statements". All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties, and include statements regarding our intention to transition our business model to become a next-generation financial technology company, our business strategy and planned product offerings, our intention to phase out our oil trading and consumer electronics businesses, and potential future financial results. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, such as risks related to: our ability to continue as a going concern; our ability to raise additional financing to meet our business requirements; the transformation of our business model; fluctuations in our operating results; strain to our personnel management, financial systems and other resources as we grow our business; our ability to attract and retain key employees and senior management; competitive pressure; our international operations; and other risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on the SEC website at www.sec.gov.. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.
Investor Relations and Media Contact
Solectrac, Inc.
Christiane Heckeroth, CCO
Email: christiane@solectrac.com
Ideanomics,Inc.
Tony Sklar, SVP of Investor Relations
1441 Broadway, Suite 5116 New York, NY 10018.
Email: ir@ideanomics.com
Valerie Christopherson / Lora Wilson
Global Results Communications (GRC)
+1 949 306 6476
valeriec@globalresultspr.com