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): December 22, 2020 (December 18, 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 1.02 | Termination of a Material Definitive Agreement |
The Company entered into a Payoff Letter Agreement (“the Payoff Letter”) with Advantech Capital Investment II Ltd. (“Advantech”), dated December 18, 2020, pursuant to which the Company repaid in full all remaining obligations under (i) the Amended and Restated Convertible Note Purchase Agreement (the “Purchase Agreement”), dated June 28, 2018, by and between the Company and (i) the Convertible Bond (the “Bond” and together with the Purchase Agreement, the ‘Debt Instruments”) issued by the Company for the benefit of Advantech in connection with the Purchase Agreement. The aggregate outstanding principal and interest due under the Bond was $14,503,943 (“Payoff Amount”) and the Payoff Amount has now been paid off by the Company and all obligations under the Debt Instruments are now terminated.
The foregoing description of the Payoff Letter is qualified in its entirety by reference to the full text of the Payoff Letter, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Payoff Letter Agreement between the Company and Advantech Capital Investment II Ltd. for the $12,000,000 Note, June 28, 2018, issued by the Company to Advantech Capital Investment II Ltd. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: December 22, 2020 | By: | /s/ Alfred Poor | |
| Name: | Alfred Poor | ||
| Title: | Chief Executive Officer | ||
Exhibit 10.1
December 18, 2020
Ideanomics, Inc.
4 Drive-in Movie Theater Park, No. 21 Liangmaqiao Road, Chaoyang District,
Beijing, P.R.C. 100125
Attn: Legal Department
Ladies and Gentlemen:
Reference is made to that certain Amended and Restated Convertible Note Purchase Agreement, dated as of June 28, 2018 (the “Note Purchase Agreement”) by and between Ideanomics, Inc., formerly known as Seven Stars Cloud Group, Inc., a corporation incorporated under the laws of Nevada (the “Company”) and Advantech Capital Investment II Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Purchaser”), and to that certain Convertible Bond issued by the Company for the benefit of the Purchaser in connection with the Note Purchase Agreement (the “Bond” and, with the Note Purchase Agreement, the “Instrument”). Capitalized terms used herein shall, unless otherwise indicated, have the respective meanings set forth in the Instrument.
The Company has advised the Purchaser that it desires to repay in full all remaining obligations thereunder, including, but not limited to, all expenses, fees and other charges owing by the Company to the Purchaser, and to terminate the Instrument.
(a) Purchaser hereby confirms that the aggregate outstanding, accrued and unpaid principal, interest and fees and any other obligations and liabilities owed by the Company to the Purchaser under the the Instrument as of December 18, 2020 (the “Computation Date”) are as follows (such amount, the “Payoff Amount”):
| Principal, interest, fees, costs and expenses: | $ | 14,512,787.00 | ||
| Payoff Amount (as of the Computation Date): | $ | 14,512,787.00 |
The Purchaser hereby instructs the Company to pay or cause to be paid by wire transfer the Payoff Amount in accordance with the following wire instructions:
Bank Name: Silicon Valley Bank
Routing/ABA: 121140399
Account #: 3302393721
Account Name: Advantech Capital Investment II Limited
(b) Effective immediately without any further action on the part of any of the parties hereto upon: (x) payment of the Payoff Amount in accordance with the conditions set forth above, and (y) receipt by the Purchaser of a fully executed counterpart of this letter agreement signed by the Company:
(i) the Instrument will be deemed automatically terminated (except with respect to any provisions in the Instrument and this letter that by their express terms survive repayment and/or termination of the Instrument) and each of the parties thereto will have no further rights or obligations under the Instrument (except those rights and obligations that by their express terms survive repayment and/or termination of the Instrument); and
Advantech Capital Investment II Limited
December 18, 2020
Page 2 of 3
(ii) Purchaser agrees to promptly deliver to the Company the cancelled Bond marked “PAID IN FULL”.
(c) THIS LETTER AGREEMENT WILL BE GOVERNED BY AND CONSTRUCTED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK Without giving effect to the principles of conflict of Laws thereof.
(d) This is the entire agreement between the parties with respect to the subject matter of this letter agreement. There are no other agreements or understandings, written or oral, express or implied. This letter agreement may be executed in several counterparts (and by each party on a separate counterpart), each of which when so executed and delivered will be an original, but all of which together will constitute one agreement. This letter agreement may be executed and delivered by facsimile or portable document format (.PDF), and the production of a facsimile or portable document format counterpart will have the same force and effect as production of an originally executed counterpart for all purposes.
[signature page follows]
| 2 |
| Very truly yours, | |||
| Advantech Capital Investment II Limited | |||
| By: | /s/ Ho Fung Yee | ||
| Name: | Ho Fung Yee | ||
| Title: | Finance Controller | ||
Accepted and agreed to by the undersigned
as of the date first set forth above:
IDEANOMICS, INC.
| By: | /s/ Alfred P. Poor | |
| Name: | Alfred P. Poor | |
| Title: | Chief Executive Officer |
[Signature Page to IDEX-Advantech Payoff Letter]