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 25, 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 25, 2019, the Board of Directors unanimously appointed a new director, Mr. Harry Edelson, to the board of directors. There is no arrangement or understanding between Mr. Edelson and any other person pursuant to which Mr. Edelson was selected as Director, there is no family relationship between Mr. Edelson and any director or officer of the Company. Mr. Edelson is considered an independent Director and has been accepted to serve on the Company’s Audit Committee. Mr. Edelson will receive an annual board compensation package of $36,000 per year, and up to $50,000 per year if appointed to any additional committees. Mr. Edelson will be able to participate in the employee stock option plan.

 

Harry Edelson, CFA, CCP, CDP, is the Founder of Edelson Technology Partners, and President since 1980 of Edelson Technology, Inc., a company involved in consulting, fundraising, M&A, and investments. From 1984 until 2005 Mr. Edelson was an advisor and consultant for 10 multinational corporations (AT&T, Viacom, 3M, Ford Motor, Cincinnati Bell, Colgate-Palmolive, Reed Elsevier, Imation, Asea Brown Boveri and UPS). During this time he managed four technology-oriented strategic venture capital funds for the aforementioned 10 companies using corporate rather than pension money. He has served on over 150 boards of directors, 12 as chairman. At some time in the past five years, Harry Edelson served as a director of four private companies, Airwire, PogoTec, eChinaCash, Pathway Genomics, and one public company, China Gerui. Executive positions in industry include Senior Systems Computer Engineer for Unisys, Transmission Engineer for AT&T (1962-1967), CTO for Cities Service (1967-1970) and Director of Marketing for a terminal manufacturer serving the nascent internet industry (1971-1973). His experience in technology led him to a 12 year career as a securities analyst on Wall Street covering telecommunications, computers, and office equipment for three leading investment banking firms in the 1970s and 1980s. Harry obtained a BS in Physics from Brooklyn College in 1962, MBA from New York University Graduate School of Business in 1965, and completed a Graduate Program in Telecommunications Engineering at the Cornell Graduate School of Electrical Engineering in 1966. In 2007, Harry served as Chairman and Chief Executive Officer for China Opportunity Acquisition Corp., a SPAC that raised $40 million and merged with China Gerui in 2009. Mr. Edelson was a Council member of The Julliard School of Music Dance & Drama, and is the founder and still Chairman of the China Investment Group; and the founder and current member of the Chiness Cultural Foundation. Harry’s qualifications to serve as a director include decades of experience on Wall Street and various venture capital ventures. He has SPAC experience, vast board experience, and participated in numerous M&A transactions.

 

Effective September 25, 2019, the Board of Directors unanimously accepted the resignation of Mr. Kang Zhao from the Board of Directors. Mr. Kang Zhao has been appointed Head of Financing and Battery Operations within the Ideanomics’ Mobile Energy Global (“MEG”) Group, overseeing its financing and leasing partner offerings, including EV battery leasing and replacement financing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

  

Exhibit No. Description
99.1 Press Release dated September 26, 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 30, 2019 By:   /s/ Alfred Poor  
    Alfred Poor  
    Chief Executive Officer  

 

 

 

 

 

 

Exhibit 99.1 

 

Ideanomics appoints Harry Edelson to its Board of Directors

 

· Mr. Harry Edelson joins Board of Ideanomics as an Independent Director
· Will serve on one or more of the Company’s Committees

 

New York, NY, Thursday, September 26, 2019 – Ideanomics Inc. (Nasdaq: IDEX) has today announced Mr. Harry Edelson has been appointed to its Board of Directors effective immediately. Mr. Edelson will hold this position until the Company’s next annual meeting of stockholders. Mr. Edelson replaces Mr. Zhao Kang, who recently stepped down from the board to take up a position with company’s Mobile Energy Group (MEG).

 

“We are very pleased to welcome Mr. Edelson to our Board of Directors. Harry is vastly experienced in the capital markets, and has been doing business in Asia, and China in particular, for more than 25 years. His mixture of experience, positivity, and well-honed cross-border deal-making experience will help add additional depth to our board team for the benefit of Ideanomics and shareholders alike,” said Alf Poor, CEO of Ideanomics. “In addition to Harry’s invaluable experience as an analyst, investor, and entrepreneur, Harry brings his boundless energy and wisdom which will prove very valuable as the company enters a high-growth phase. We look forward to working with Harry, in what we hope will be a rewarding appointment for both Harry and Ideanomics.”

 

"I am extremely excited to be part of this dynamic team which is building a 21st century market platform utilizing cutting-edge technologies and sophisticated approaches. Ideanomics is a company making a major transition from the old to the new and I look forward to help making it happen,” said Mr. Harry Edelson, Director of Ideanomics.

 

Harry Edelson is the founder of Edelson Technology Partners. He is highly respected in both the technology and financial industries and is one of the most prominent and successful venture capitalists in the United States. Harry was the first Wall Street analyst to combine coverage of computers, software, and telecommunications. He started the first venture capital investor in ten early stage companies whose market capitalization grew enormously to over $1 billion and up to as high as $130 billion. He helped start the Internet industry in China by being the first venture capital investor in China Internet Corporation in 1990s. Harry was a Council member of The Juilliard School of Music Dance & Drama, founder and still Chairman of the China Investment Group, founder and current member of the Chinese Cultural Foundation, and Past President of the Analyst Club, oldest surviving club on Wall Street, founded 1925, Member of Advisory Council of The World Policy Institute. Harry Edelson has a B.S. Physics, Brooklyn College; MBA Management, New York University; and graduated from the Advanced Telecommunication Program at the Cornell Graduate School of Electrical Engineering.

 

 

 

 

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