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): April 3, 2020

_______________________________________

IDEANOMICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

55 Broadway, 19^th 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:

Securities registered pursuant to Section 12(b) of the Act:

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. ¨

ITEM 1.01 Entry into a Material Definitive Agreement

On April 3, 2020, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). Pursuant to the SEDA, the Company will be able to sell up to $50,000,000 of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at 90% of the market price, which is defined as the lowest daily volume weighted average price of the Company’s common stock during the 5 consecutive trading days commencing on the trading day immediately following the Company’s delivery of an advance notice to YA, and would be subject to certain limitations, including that YA could not purchase any shares that would result in it owning more than 4.99% of our common stock.

Pursuant to the SEDA, we are required to register all shares which YA may acquire. The Company shall file with the Securities and Exchange Commission a prospectus supplement to the Company's prospectus, dated March 18, 2020, filed as part of the Company’s effective shelf registration statement on Form S-3, File No. 333- 237251, registering all of the shares of Common Stock that are to be offered and sold to YA pursuant to the SEDA.

Pursuant to the SEDA, we shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. We did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction, except for a commitment fee equivalent to 1,000,000 shares of our common stock to be issued and offered to a subsidiary of YA, and which shares are also registered pursuant to the Company’s effective shelf registration statement on Form S-3, File No. 333- 237251.

YA has agreed that neither it nor any of its affiliates shall engage in any short-selling or hedging of our common stock during any time prior to the public disclosure of the SEDA.

The foregoing is a summary description of certain terms of the Agreement. For a full description of all terms, please refer to the copy of the Agreement that is filed herewith as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. All readers are encouraged to read the entire text of the Purchase Agreement.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

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.