Item 1.01 Conclusion of a Material Definitive Agreement.
Financing of convertible debentures
At 25 October 2021 (the “Effective Date”), Ideanomics, Inc. (the “Company”) entered into a convertible debenture (the “Note”), dated 25 October 2021 with the YA II PN, Ltd. (the “Investor”) with a capital of $ 75,000,000 (the principal “). The ticket has a fixed conversion price of $ 1.88 (the “Conversion Price”). The Conversion Price is not subject to any adjustment, except for subdivisions or combinations of ordinary shares. The principal and interest payable under the Note will mature on October 24, 2022 (the “Maturity Date”), unless previously converted or redeemed by the Company. Interest will accrue on the principal outstanding at an annual rate equal to 4%; provided that this interest rate is increased to 18% in the event of Default (as defined in the Note). At any time prior to the Maturity Date, the Investor may convert the Note at their option into up to 39,893,617 shares (excluding any additional shares issuable on the basis of accrued interest) of the ordinary shares of the Company at a fixed conversion price of $ 1.88. The Investor will not have the right to convert any part of the Note insofar as, after giving effect to this conversion, the Investor would be the beneficial owner of more than 4.99% of the number of ordinary shares in circulation. immediately after giving effect to such conversion. Since the investor will not be required to declare to the Company the number of ordinary shares that he may hold at the time of the conversion, unless the conversion in question results in the issuance of ordinary shares in excess of 4.99% of the then outstanding common stock regardless of any other stock that may be beneficially owned by the investor, the investor will have the authority, responsibility and obligation to determine whether the ownership restriction effective contained in the Note will limit any particular conversion hereunder and to to the extent the Investor determines that the limitation on beneficial ownership contained in the Note applies, the determination of the capital portion of the Convertible Note will be the responsibility and the obligation of the Investor. The Company will refund in cash (a “mandatory refund”) $ 8,333,333.33 principal, plus accrued and unpaid interest on unpaid principal (the “Mandatory Redemption Amount”) each month during the term of the Note beginning on February 1, 2022 and continuing each successive calendar month (each, a “Redemption Date”). The amounts of any conversion made by the Investor or of any Optional Redemption (as defined below) made by the Company at the same time or before any Redemption Date will have the effect of reducing the Mandatory Redemption Amount of overdue payments ( in chronological order starting with the earliest repayment date). The Company has the right, but not the obligation, to redeem (the “Optional Redemption”) some or all of the amounts outstanding under this Note prior to the Maturity Date at a cash redemption price equal to the Principal Amount. to be repaid, plus accrued and unpaid interest, if applicable; provided that the Company provides the investor with a written notice of at least 15 working days of their wish to exercise an optional redemption and that the volume-weighted average price of the ordinary shares of the Company during the 10 days working days immediately preceding this redemption notice is lower than the conversion price. The Investor may convert all or part of the Security after receiving a redemption notice, in which case the redemption amount will be reduced by the amount thus converted. There is currently no public market for the Note, and the Company does not intend to seek listing of the Note on any stock exchange or for listing on a broker-to-broker quotation system. . The Note contains customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.
The note was offered in accordance with the company’s current registration statement on Form S-3ASR (Registration Statement No. 333-252230) previously filed with the
SECOND and a prospectus supplement hereunder (the “Registration Statement”). A prospectus supplement relating to the offering of securities has been filed with the SECOND and is available on the DRY website at http://www.sec.gov. The prospectus supplement also covers the resale of shares issuable to the investor upon conversion of the note. Prior to the Effective Date, the Investor did not hold any ordinary shares of the Company. After the Effective Date, and assuming the investor converts the Note, the investor will hold up to 39,893,617 shares (excluding any additional shares that may be issued on the basis of accrued interest) of the common shares of the Company, or 7.63% of the outstanding common shares of the Company, subject to the limitation of ownership benefit described above. Immediately after the consumption of the secondary offering by the Investor, the Investor will not hold any ordinary shares of the Company. The Investor is a fund managed by Yorkville Advisors Global, LP (“Yorkville LP“). Yorkville Global II Consultants, LLC (“Yorkville LLC“) is the general partner of Yorkville LP. All investment decisions for the investor are made by Yorkville LLC President and managing member, Mr. Marc Angelo. The investor’s business address is 1012 Springfield Avenue, Mountainside, NJ 07092.
The foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, a copy of which is attached hereto as Schedule 10.1 to this current Report on Form 8-K (this “8-K”) and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information relating to the note discussed in section 1.01 of this 8-K is incorporated herein by reference in its entirety.
Item 8.01 Other Events.
The information set forth in the second paragraph of section 1.01 of this 8-K is incorporated herein by reference in its entirety.
Item 9.01 Financial statements and supporting documents.
10.1 Convertible Debenture between the Company and YA II PN, Ltd, dated
October 25, 2021 in the principal amount of $75,000,000.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
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