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): September 10, 2019

 

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)

 

55 Broadway, 19th Floor, New York, NY 10006

(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 5.02, Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

  

Effective September 10, 2019, the Board of Directors unanimously appointed Mr. Conor McCarthy, as the Chief Financial Officer and principal accounting officer of the Company. Mr. McCarthy has entered into an employment agreement with Ideanomics, Inc. (the “Company”), effective until December 31, 2019 (the “Agreement”), which will renew for subsequent 1 year periods subject to termination rights contained in the Agreement. Pursuant to the Agreement, Mr. McCarthy will receive an annual base salary of $250,000 and will be entitled to participate in all employment benefit plans and policies of the Company generally available and will receive up to 1,500,000 stock options (“Options”) at an exercise price which is the higher of (i) $1.97 and (ii) the price of the Company’s stock as of the date of approval by the Company’s board of directors. The Options (i) shall contain a cliff through December 31, 2019 and begin vesting as of January 1, 2020; (ii) 750,000 of such Options shall vest monthly for each of the succeeding 12 months; and (iii) the remaining 750,000 of such Options shall vest monthly for the next succeeding 12 months. Mr. McCarthy shall be eligible to receive performance-related cash incentives based on the Company’s performance objectives agreed by the Company’s compensation committee from time to time. In the event that the Company terminates Mr. McCarthy for “Cause” (as defined in the Agreement), Mr. McCarthy shall receive (i) his base salary thru the remainder of the term, or renewal term, as the case may be plus the sum of the prior year’s performance bonuses divided by 12 and multiplied by the months following termination of employment and (ii) health insurance for 12 months. There is no arrangement or understanding between Mr. McCarthy and any other person pursuant to which Mr. McCarthy was selected as the CFO, there is no family relationship between Mr. McCarthy and any director or officer of the Company.

 

Mr. McCarthy has over 30 years of experience as a Chief Financial Officer in areas such as corporate strategy and corporate finance including capital raising and M&A. Mr. McCarthy most recently served as the Chief Financial Officer of OS33, a private equity backed FinTech SaaS platform for compliance and productivity enablement for the wealth management industry with 200 employees, from July 2018 to May 2019. Prior to that, Mr. McCarthy served as the (i) Chief Financial Officer of Intent from May 2016 to July 2018; (ii) the Chief Financial Officer of Convergex Group from June 2014 to July 2015 and (iii) the Chief Financial Officer and Finance Director of the Americas for GFI Group, Inc., a NYSE-listed fintech wholesale money broker with revenues of almost $1Billion (now part of BGC Partners, Nasdaq: BGCP), from March 2005 to June 2014. Mr. McCarthy, holds a CA from the Institute of Chartered Accountants in Ireland. Mr. McCarthy started his career as an auditor with KPMG in Ireland. Mr. McCarthy then transitioned into financial services, working as CFO, Treasurer, and in other executive finance roles, with trading and brokerage firms, as well as high growth fintech partners supporting the financial services industry.

 

The foregoing description of Mr. McCarthy’s Employment Agreement is not purported to be complete and is qualified in its entirety by reference to the complete text of such Employment Agreement, which will be filed as an exhibit to a Form 10-Q of the Company, as required.

 

On September 10, 2019, the Company issued a press release announcing the appointment of Mr. McCarthy as CFO, a copy of which is filed as Exhibit 99.1 hereto.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No. Description
99.1 Press Release dated September 10, 2019

 

 

 

 

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: September 16, 2019 By:   /s/ Alfred Poor  
  Alfred Poor  
  Chief Executive Officer  

 

 

 

 

Exhibit 99.1

 

Ideanomics Names Conor McCarthy New York-based Chief Financial Officer

 

· Mr. McCarthy brings over 30 years of experience to the CFO role in areas such as financial reporting, strategy, corporate finance, M&A, at both public and private companies
· Mr. McCarthy will be based out of the Ideanomics Corporate headquarters in New York, NY

 

NEW YORK, September 10, 2019 / PRNewswire / -- Ideanomics, Inc. (NASDAQ: IDEX) ("IDEX" or the "Company"), today announced the appointment of Mr. Conor McCarthy as Chief Financial Officer ("CFO"), effective immediately. As CFO, Mr. McCarthy will oversee Ideanomics global financial operations, including financial management, treasury, tax, budgeting, financial planning, reporting, and compliance.

 

"We are delighted to have Conor join Ideanomics as our new CFO," said Alf Poor, CEO of Ideanomics. "At such an important phase for the company, we were looking for a CFO with experience in the fintech industry, as well as someone who had the ideal background which is a mix of public company and high-growth start-up experience. Conor brings a blend of operational and strategic experience to our finance operations, and his extensive experience with financial services firms will prove invaluable to our planning and execution. We are extremely pleased to have Conor join us during an exciting growth phase for the company".

 

Mr. McCarthy brings over 30 years of experience to the CFO role in areas such as corporate strategy and corporate finance including capital raising and M&A. Having started his career as an auditor with KPMG in Ireland, Mr. McCarthy moved into financial services, working as CFO, Treasurer, and other executive finance roles, with trading and brokerage firms, as well as high growth fintech partners supporting the financial services industry. Most recently, Mr. McCarthy was CFO for OS33 a private equity backed FinTech SaaS platform for compliance and productivity enablement for the wealth management industry with 200 employees. Previous positions include CFO roles with Intent, Convergex Group, and 9 years as CFO of the Americas for GFI Group, Inc. a NYSE-listed fintech wholesale money broker with revenues of almost $1Billion (now part of BGC Partners, Nasdaq: BGCP).  

 

“I am excited to join this dynamic team at Ideanomics,” said Coner McCarthy. “Ideanomics combines the best of technology with top global talent, growth potential, and top collaborative working relationships to offer the next generation of Fintech services.”

 

Mr. McCarthy holds a Diploma in professional accounting from University College, Dublin and a Bachelor of Business Studies from Trinity College, Dublin.

 

 

 

 

About Ideanomics

Ideanomics is a global Financial Technology (Fintech) company for transformative industries. Ideanomics combines deal origination and enablement with the application of technologies such as artificial intelligence, blockchain, and others as part of the next- generation of smart financial services. Our projects in New Energy Vehicle markets, Fintech, and advisory services provides our customers and partners better efficiencies, technologies, and access to global markets.

 

Ideanomics, through its investments and, along with its partners curate innovation around the globe through hubs and centers that foster a pipeline of technological excellence in cleantech, fintech, tradetech, agritech, regtech, insuretech, playtech, healthtech, cyber security, and more.

 

The company is headquartered in New York, NY, and has offices in Beijing, China. It also has a planned global center for Technology and Innovation in West Hartford, CT, named Fintech Village.

 

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

Tony Sklar, VP of Communications at Ideanomics

55 Broadway, 19th Floor New York, New York 10006

Email: ir@ideanomics.com

www.ideanomics.com

Tel: +1.212.206.1216