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): June 10, 2021 (June 11, 2021)
IDEANOMICS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 20-1778374 |
|
(State or other jurisdiction |
(IRS Employer |
| of incorporation) | Identification No.) |
001-35561
(Commission File Number)
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 (see General Instruction A.2. below):
| ¨ | 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, $0.001 par value per share | IDEX | The Nasdaq Stock Market |
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information in Item 8.01 of this Form 8-K is incorporated herein by reference in its entirety.
| Item 8.01 | Other Events. |
As previously disclosed, on May 12, 2021, Ideanomics, Inc. (“Ideanomics”) entered into an agreement and plan of merger (the “Agreement”) to acquire 100% of privately held US Hybrid Corporation (“US Hybrid”) for an aggregate purchase price of $50,000,000 in a combination of $30,000,000 of cash and $20,000,000 worth of Ideanomics stock (6,627,565 shares of common stock) as consideration (the “Transaction”), subject to customary purchase price adjustments set forth in the Agreement. US Hybrid designs, manufactures, and markets integrated power conversion systems for battery electric, fuel cell, and hybrid vehicles, as well as systems for renewable energy generation and storage. The Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on May 14, 2021 (“8-K”), Item 1.01 of which is incorporated by reference herein. The Company issued the shares of its common stock in reliance on exemptions from registration provided by Section 4(a)(2) of the Securities Act, Rule 506 of Regulation D promulgated thereunder and/or Regulations S under the Securities Act.
On June 10, 2021, Ideanomics closed the Transaction.
The Agreement contains customary representations, warranties, covenants, termination rights and indemnities of the parties. Non-fundamental representations and warranties survive for 18 months following the closing date and fundamental representations and warranties survive either indefinitely or for the statute of limitations. The Agreement also contains mutual indemnification obligations of the parties thereto. The indemnification obligations of the parties are capped at $25,000,000 for non-fundamental representations and warranties. The indemnification obligations of the parties for breaches of non-fundamental representations and warranties are subject to a $100,000 deductible, except in the case of fraud. The Agreement contains customary covenants.
The Agreement is subject to customary closing conditions, including, among other things, that certain employees of US Hybrid enter into non-competition and solicitation agreements, including Mr. Goodarzi who has agreed to a 5 year period of non-competition and non-solicitation. Ideanomics will have agreed to fund $25,000,000 in growth capital to US Hybrid over the course of the two years following closing. Under the terms of the Agreement, the stock consideration, $20,000,000 of the purchase price, shall be placed in an indemnity escrow to satisfy future indemnification obligations of the parties (if any).
Ideanomics has agreed to a performance and retention plan for the benefit of certain US Hybrid’s employees which could result in up to $18,650,000 paid to such employees if certain performance targets are achieved over a 3 year period.
The foregoing description of the Agreement and the Transaction does not purport to be complete, and is qualified in its entirety by reference to the terms and conditions of the Agreement, a copy of which was filed as Exhibit 10.1 to the 8-K and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 11, 2021 | |
| 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: June 11, 2021 | By: | /s/ Alfred Poor | |
| Alfred Poor | |||
| Chief Executive Officer | |||
Exhibit 99.1
Ideanomics Completes Acquisition of US Hybrid, Announces Order
US Hybrid also announces a significant multi-city order for all-electric street sweepers.
NEW YORK, June 11, 2021 /PRNewswire/ -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company") today announced it has completed its previously reported May 12, 2021, definitive agreement to acquire 100 percent of privately held US Hybrid, a manufacturer and distributor of electric powertrain components and fuel cell engines for medium and heavy-duty commercial fleet applications. The material details of the terms are disclosed in the Company's related 8-K filing. The completed acquisition is another critical milestone in Ideanomics’ mission to reduce commercial fleet greenhouse gas emissions through advanced EV technologies and forward-thinking partnerships.
Ideanomics simultaneously announces that US Hybrid has received orders from partner Global Environment Products (GEP) for a fleet of all-electric street sweepers expected to deploy in multiple cities in the US and globally
Global Environment Products is a manufacturer of specialized, purpose-built, heavy-duty, and reliable Street Cleaning Equipment. Headquartered in San Bernardino, CA, GEP believes in reliable, affordable, and innovative products. They are proud to say that their sweepers are Made in the USA.
| - |
The current order for the GEP street sweepers is anticipated to deliver more than a million dollars in revenue to US Hybrid in the
balance of CY 2021. This extends an existing partnership between GEP and US Hybrid, who have delivered many clean street sweepers to customers
in the US and Japan.
|
| - | Each new all-electric street sweeper will save an estimated 89 metric tons of carbon emissions over the lifetime of the vehicle, or the equivalent of taking 19 cars off the road for one year. |
| - | The new, all-electric US Hybrid and GEP street sweeper feature one 120-kW traction motor along with lithium-ion batteries that are charged via an AC 20kW, SAE J1772-compliant charging system. |
“We are pleased today to join forces with Ideanomics and their subsidiaries, and to announce this significant order from the GEP,” said Dr. Gordon Abas Goodarzi, Ph.D., PE, CEO of US Hybrid. “Ideanomics has emerged as a true powerhouse in the commercial EV sector with a synergistic ecosystem of technologies and solutions that covers the entire value chain of electrification. We look forward to leveraging that strength going forward.”
“We welcome Dr. Goodarzi and his entire team to Ideanomics and are confident they will bring tremendous knowledge, innovation, and value to the company in addition to their synergistic alignment with many of our existing subsidiary brands,” said Alf Poor, Ideanomics CEO. “Today’s deal announcement is the first of many important customers wins we anticipate going forward. I look forward to the accelerated commercialization and innovation US Hybrid will bring to Ideanomics’ ecosystem. It will benefit businesses, communities around the world, and more importantly our planet.”
About US Hybrid
US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world.
About Ideanomics
Ideanomics is a global company focused on the convergence of financial services and industries experiencing technological disruption. Our Ideanomics Mobility division is a service provider which 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, Ideanomics Mobility 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 Contacts:
Ideanomics, Inc.
Tony Sklar, SVP of Investor Relations
1441 Broadway, Suite 5116, New York, NY 10018
ir@ideanomics.com
Jeremy Ertl
Skyya PR for Ideanomics
507-458-9404
jeremy@skyya.com