Item 1.01 Entry into a Material Definitive Agreement.

Amendment No. 13 to Secured Convertible Promissory Note

On December 28, 2022 (the "Effective Date"), Ideanomics, Inc. (the "Company") and Via Motors International, Inc. (the "Borrower") entered into an amendment (the "Amendment No. 13") to the Secured Convertible Promissory Note dated August 30, 2021, as amended (the "Secured Convertible Promissory Note"). Under the Amendment No. 13, the Borrower agreed to borrow, and the Company agreed to advance, an additional amount of US$1,000,000 on the terms and conditions set forth in the Secured Convertible Promissory Note. Pursuant to the Amendment No. 13, the principal sum payable under the Secured Convertible Promissory Note shall be US$63,218,111 and simple interest on US$1,000,000 shall accrue from the Effective Date, till the maturity date at the rate of 4% per annum.

Any amounts advanced pursuant to the Amendment No. 13 shall be deducted from the purchase price contemplated by that that certain Agreement and Plan of Merger dated August 30, 2021, as amended.

The foregoing description of the Amendment No. 13 is qualified in its entirety by reference to the full text of the Amendment No. 13, which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 3.02 Unregistered Sales of Equity Securities.

On December 28, 2022, pursuant to the previously disclosed Amended and Restated Standby Equity Purchase Agreement (the "SEPA") dated September 14, 2022 between the Company and YA II PN, LTD. ("YA"), the Company sent an advance notice to sell 25,000,000 shares of its common stock to YA for approximately $0.1425 per share, or $3,562,500 in total consideration. The Company received net proceeds of $1,187,499 upon the partial settlement of this offer which occurred on December 30, 2022. The Company may cause YA to purchase additional shares under the SEPA from time to time, subject to the satisfaction or waiver of the conditions and limitations set forth in the SEPA.

The shares of common stock were issued and sold to YA in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") afforded by Section 4(a)(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
Number     Description
  10.1       Amendment No. 13 to Secured Convertible Promissory Note.
           Cover page Interactive Data File (embedded within the Inline XBRL
104        document).

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