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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