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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 29, 2020 (December 22, 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 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

The Board of Directors (the “Board”) of Ideanomics, Inc. (the “Company”) has unanimously accepted the resignation of Mr. Bruno Wu as Executive Chairman and Mr. Chao Yang as a member of the Board of Directors. These resignations were publicly announced by the Company on December 24 and such resignations are effective on December 31, 2020. The related press release which was issued by the Company is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

  

 

 

Item 9.01 Financial Statements and Exhibits

 

d) Exhibits

 

Exhibit No.   Description
99.1   Press Release, dated December 24, 2020.
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 29, 2020 By: /s/ Alfred Poor  
  Name: Alfred Poor  
  Title: Chief Executive Officer  

 

  

 

 

Exhibit 99.1

 

Ideanomics Announces Director Changes

 

- Bruno Wu will step down from his current position as Chairman to the Ideanomics board, with Alf Poor assuming the role of Interim Chairman
- Wu will assume the role of Chairman Emeritus, with Director Chao Yang also leaving the board for an advisory role
- Shane McMahon will continue to serve as Ideanomics' Vice Chairman

 

New York, December 24, 2020/PRNewswire/ - Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company") today announced that Dr. Bruno Wu will step down as Executive Chairman effective December 31, 2020, and Alf Poor will succeed as Interim-Chairman.

 

"I will continue to support the company both as a major shareholder and as an advisor," said Dr. Bruno Wu. "For the past five years, I have joined you on a journey that has seen us migrate from a media company into a modern, tech-focused, multi-national company focused on high-growth industries being transformed by innovation. It is at this time that I feel the business has matured to the extent that my significant involvement is no longer required in the same way that it was five years ago. We have built a strong team to govern the business that has embraced my vision and can drive it towards profitable growth. For this reason, I will be resigning from my role as Executive Chairman and moving to an advisory role where I will continue to provide the Company ongoing support in high-level strategic areas where my energy and network of relationships can continue to support Ideanomics' objectives. This is a positive move for the company and its shareholders."

 

A PERSON IN A BLACK SUIT

DESCRIPTION AUTOMATICALLY GENERATED WITH MEDIUM CONFIDENCE

"This change will focus Bruno's energy on strategic aspects of the business and, in particular, on strategic initiatives in our EV business segments. We are grateful for Bruno's energy and vision over the past five years, which has transformed the business," said Alf Poor, Ideanomics CEO. "As we look to 2021, we are well-positioned for growth in North America and Asia, where we have active operations and investments."

 

 

 

 

About Ideanomics

Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption. Our Mobile Energy Global (MEG) division is a service provider that facilitates the adoption of electric vehicles by commercial fleet operators through offering vehicle procurement, finance and leasing, and energy management solutions under our innovative sales to financing to charging (S2F2C) business model. Ideanomics Capital is focused on disruptive fintech solutions for the financial services industry. Together, MEG and Ideanomics Capital provide our global customers and partners with leading technologies and services designed to improve transparency, efficiency, and accountability, and our shareholders with the opportunity to participate in high-potential, growth industries.

 

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

 

Ideanomics,Inc.

Tony Sklar, SVP of Investor Relations

1441 Broadway, Suite 5116 New York, NY 10018

ir@ideanomics.com

 

Valerie Christopherson / Lora Wilson

Global Results Communications (GRC)

+1 949 306 6476

valeriec@globalresultspr.com