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): ~~June~~July 179, 2024

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)


Nevada	001-35561	20-1778374
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S Employer Identification No.)


114 Broadway, Suite 5116
New York, NY			10018
(Address of Principal Executive Offices)			(Zip Code)

212-206-1216

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ 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))

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 Capital Market

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.

~~April~~June 2518, 2024 Amended and Restated Promissory Note

AsEffective ~~previously disclosed~~ on ~~the~~June ~~Company’s~~18, ~~December 19~~2024, ~~2022~~the ~~Form~~Company ~~8-K,~~executed onan ~~December~~Amended ~~13,~~and ~~2022,~~Restated ~~the~~Promissory ~~Company~~Note and promised to pay to the order of Tillou ~~Management~~the ~~and~~principal ~~Consulting~~amount ~~LLC~~of $7,862,095 awhich ~~New~~includes ~~Jersey Limited Liability Company (the “Noteholder” or “Tillou”),~~ an ~~entity~~additional ~~controlled~~advance byto ~~Vince McMahon,~~ the ~~father~~Company ofin ~~our Executive Chairman,~~ the principal amount of $2600,000~~,000,~~. ~~together~~It ~~with~~further ~~all~~includes ~~accrued~~$7,217,095 ~~interest thereon as provided in~~ (the ~~promissory~~“Prior ~~note~~Existing ~~entered~~Principal ~~into~~Balance”) ~~between the Company~~ and ~~the~~$45,000 ~~Noteholder~~of ~~dated~~accrued ~~December~~unpaid ~~13,~~fees ~~2022~~and ~~(the “Prior Note”)~~expenses.

OnThe ~~April~~Company ~~25,~~agreed ~~2024,~~to repay the ~~Company~~principal ~~executed~~balance anof ~~Amended~~the ~~and~~Loan ~~Restated~~in ~~Promissory~~weekly ~~Note~~installments, commencing on the Initial Payment Date and ~~promised~~continuing toon ~~pay~~the first Business Day of each calendar week thereafter. Each weekly installment shall be in an amount equal to the ~~order~~greater of ~~Tillou~~(x) $250,000 and (y) 100% of the ~~principal~~net ~~amount~~proceeds received by the Borrower pursuant to the SEPA during the immediately preceding calendar week. For purposes of $4this Note,~~137,095~~ (A) the ~~“Loan”~~"Initial Payment Date" means the earlier of (I), ~~together~~the first Business Day of the first calendar week immediately following the first date on which the Borrower receives net proceeds under the SEPA (whether in connection with ~~all~~the ~~accrued~~sale ~~interest~~of ~~thereon,~~Shares (as ~~provided~~defined in the ~~promissory~~SEPA) ~~note~~or ~~entered~~otherwise) ~~into~~and ~~between~~(II) ~~the~~July ~~Company~~1, 2024, and (B) "SEPA" means the ~~Noteholder~~Standby Equity Purchase Agreement dated January 5, 2024 (as ofamended, ~~April~~restated, 25supplemented or otherwise modified from time to time) between the Borrower, ~~2024~~as company, and YA II PN, LTD. , as investor. The ~~Noteholder~~principal ~~agreed~~amount tooutstanding ~~make~~under this Amended and Restated Promissory Note has an ~~additional~~interest ~~advance~~rate at a flat rate equal to 16% per annum (the ~~Company~~“Interest onRate”). If ~~April~~any ~~25,~~amount ~~2024~~payable inunder the ~~principal~~Note ~~amount~~s ofnot $1paid when due,~~397,095.~~ such overdue amount shall bear interest at the Interest Rate plus 2%. The Company ~~further~~may ~~agreed~~prepay the Loan in whole or in part at any time or from time to ~~pay~~time ~~the~~without ~~aggregate~~penalty ~~unpaid~~or premium by paying the principal amount ofto be prepaid together with accrued interest thereon to the ~~December~~date ~~13,~~of ~~2022~~prepayment. ~~Note~~The asprincipal ~~well~~amount asof ~~accrued~~the ~~and~~Note ~~unpaid~~shall ~~interest,~~become ~~fees,~~ due and ~~expenses~~payable ~~relating~~in to the ~~Prior~~event ~~Note~~of ~~which~~a ~~were~~default ~~$740,000~~pursuant to the Note.

~~The~~Tillou ~~Company~~Warrant ~~agreed~~ to repay the principal balance of the Loan in weekly installments, commencing on the Initial Payment Date and continuing on the first Business Day of each calendar week thereafter. Each weekly installment shall be in an amount equal to the greater of (x) $250,000 and (y) 100% of the net proceeds received by the Borrower pursuant to the SEPA during the immediately preceding calendar week. For purposes of this Note, (A) the "Initial Payment Date" means the earlier of (I) the first Business Day of the first calendar week immediately following the first date on which the Borrower receives net proceeds under the SEPA (whether in connection with the sale of Shares (as defined in the SEPA) or otherwise) and (II) July 1, 2024, and (B) "SEPA" means the Standby Equity Purchase ~~Agreement~~Common dated January 5, 2024 (as amended, restated, supplemented or otherwise modified from time to time) between the Borrower, as company, and YA II PN, LTD., as investor. The principal amount outstanding under this Amended and Restated Promissory Note has an interest rate at a flat rate equal to 16% per annum (the “Interest Rate”). If any amount payable under the Note is not paid when due, such overdue amount shall bear interest at the Interest Rate plus 2%. The Company may prepay the Loan in whole or in part at any time or from time to time without penalty or premium by paying the principal amount to be prepaid together with accrued interest thereon to the date of prepayment. The principal amount of the Note shall become due and payable in the event of a default pursuant to the Note. Stock

~~May~~On 29June 18, 2024, ~~Amended~~the Company entered into a Warrant to Purchase Common Stock ("Warrant") with Tillou Management and ~~Restated~~Consulting, LLC, a New Jersey Limited Liability Company ("Holder"), an entity controlled by Vince McMahon, the father of our Executive Chairman, to purchase up to 2,006,804 shares of Common Stock (the "Warrant Shares"), at an offering price of $0.9871 per share. This Warrant is being issued in connection with that certain Promissory Note, dated as of June 18, 2024, between Tilllou Management and Consulting LLC and the Company (as amended and/or modified and in effect from time to time, the “Note”).

~~Effective~~Solely onin ~~May~~the ~~29,~~event ~~2024,~~ the Company ~~executed~~meets anthe ~~Amended~~eligibility ~~and~~requirements ~~Restated~~under ~~Promissory~~Instruction ~~Note~~I.A ~~and~~of ~~promised~~Form toS-3, ~~pay~~at toany time commencing on the ~~order~~date ofthat ~~Tillou~~this Warrant becomes exercisable until the ~~principal~~Expiration ~~amount~~Date of $7July 1,~~217~~ 2029,~~095~~ ~~which~~the ~~includes~~Holder anis ~~additional~~entitled ~~advance~~ to one “demand” registration right at the Company’s insole ~~the~~expense. ~~principal~~Upon ~~amount~~receipt of ~~$3,000,000.~~a Itdemand ~~further~~registration ~~includes~~request $4from the Holder,~~137,095~~ the Company shall prepare and file with the SEC a required registration statement (the “~~Prior~~Required ~~Existing~~Registration ~~Principal Balance~~Statement”) ~~and~~concerning ~~$80,000~~the resale of ~~accrued~~all ~~unpaid~~of ~~fees~~the Registrable Securities. The Required Registration Statement shall be on Form S-3. The Company shall use its best efforts to have such Required Registration Statement declared effective by the SEC as soon as practicable. The Company shall pay the costs and expenses thereof.

~~The~~Pursuant ~~Company agreed~~ to ~~repay~~ the ~~principal~~Warrant, ~~balance~~Holder ofmay ~~the~~at ~~Loan~~any intime ~~weekly installments,~~ commencing on the ~~Initial~~date ~~Payment~~that ~~Date~~this ~~and~~Warrant ~~continuing~~becomes onexercisable until the ~~first~~Expiration ~~Business~~Date ~~Day~~ of ~~each~~July ~~calendar~~1, ~~week~~2029, ~~thereafter.~~from ~~Each~~time ~~weekly installment shall be in an amount equal~~ to ~~the~~time ~~greater~~exercise ofthis ~~(x) $250~~Warrant,~~000~~ ~~and~~in ~~(y)~~whole ~~100%~~or ofin ~~the~~part, ~~net proceeds received~~ by ~~the~~delivering ~~Borrower pursuant~~ to the ~~SEPA~~Company ~~during~~ the ~~immediately~~original ~~preceding calendar week. For purposes~~ of this ~~Note,~~Warrant (A)or ~~the~~an ~~"Initial~~indemnification ~~Payment~~undertaking ~~Date"~~with ~~means~~respect ~~the~~to ~~earlier~~this ofWarrant ~~(I)~~in the ~~first~~case ~~Business Day~~ of ~~the~~its ~~first~~loss, ~~calendar~~theft, ~~week~~destruction ~~immediately~~or ~~following~~mutilation) together ~~the~~with ~~first~~a ~~date~~duly onexecuted ~~which~~Notice ~~the~~of ~~Borrower~~Exercise. ~~receives~~In ~~net proceeds under~~ the ~~SEPA~~event ~~(whether~~that, inupon ~~connection with~~ the ~~sale~~Expiration Date of ~~Shares (as defined in the SEPA) or otherwise) and (II)~~ July 1, ~~2024~~2029, ~~and (B) "SEPA" means~~ the ~~Standby~~fair ~~Equity~~market ~~Purchase~~value ~~Agreement~~of ~~dated~~one ~~January~~Share ~~5, 2024 (~~as ~~amended,~~determined ~~restated,~~in ~~supplemented~~accordance orwith ~~otherwise~~Section ~~modified from time to time) between the Borrower, as company, and YA II PN, LTD~~1.,3 asabove ~~investor.~~(assuming ~~The~~for ~~principal~~such ~~amount~~purposes ~~outstanding~~that ~~under~~ this ~~Amended~~Warrant and ~~Restated~~the ~~Promissory~~Notice ~~Note~~of ~~has~~Exercise anare ~~interest~~delivered ~~rate~~on ~~at a flat rate equal to 16% per annum (~~the ~~“Interest~~Expiration ~~Rate”~~Date)~~. If~~ ~~any~~is ~~amount~~greater ~~payable~~than ~~under~~ the ~~Note~~Warrant sPrice ~~not~~in ~~paid~~effect ~~when~~on ~~due~~such date, ~~such~~then ~~overdue~~this ~~amount~~Warrant shall ~~bear~~automatically ~~interest~~be atdeemed ~~the~~on ~~Interest~~and ~~Rate~~as ~~plus~~of ~~2%. The~~such ~~Company~~date ~~may~~to ~~prepay~~be ~~the~~exercised ~~Loan~~pursuant into ~~whole~~Section or1.2 inabove ~~part~~as ~~at any time or from time~~ to ~~time~~all ~~without~~Shares ~~penalty~~for orwhich ~~premium~~it byshall ~~paying~~not ~~the principal amount to be prepaid together with accrued~~

~~interest~~previously ~~thereon~~have tobeen ~~the~~exercised, ~~date~~and ofthe ~~prepayment.~~Company ~~The~~shall, ~~principal~~within ~~amount~~a ofreasonable ~~the~~time, ~~Note~~deliver ~~shall~~a ~~become~~certificate ~~due~~representing ~~and payable in~~ the ~~event~~Shares ofissued aupon ~~default~~such ~~pursuant~~exercise to ~~the Note~~Holder.

~~April~~The ~~15,~~foregoing ~~2024~~are ~~Amended~~only summaries of the material terms of the Warrant and ~~Restated~~do ~~SEPA~~not ~~Agreement~~purport to be complete descriptions of the rights and obligations of the Parties thereunder, and such summaries are qualified in their entirety by reference to such agreement, which are filed as exhibits to this Current Report.

OnSecured ~~January~~Convertible ~~10,~~Debenture ~~2024,~~Purchase Ideanomics entered into a standby equity purchase agreement (SEPA) with YA II PN, LTD. Pursuant to the SEPA, subject to certain conditions, the Company shall have the option, but not the obligation, to sell to YA II, and YA II shall purchase, an aggregate amount of up to 2,500,000 shares of the Company’s common stock, par value $0.001 per share, at the Company’s request any time during the commitment period commencing on the Effective Date and expiring upon the earlier of (i) the first day of the month next following the 24-month anniversary of the Effective Date or (ii) the date on which YA II shall have made payment of Advances (as defined below) for Common Stock equal to 2,500,000 shares. Each advance the Company requests shall not exceed an amount equal to 100% of the daily trading volume of the five trading days immediately preceding an Advance Notice, unless, subject to certain other limitations, both the Company and YA II mutually agree to an increased amount. The shares will be purchased at a purchase price equal to the lowest of the daily VWAPs of the Common Stock during the three consecutive trading days commencing on the date of the Advance Notice, multiplied by 94%.Agreement

On ~~April~~June 1518, 2024, the ~~standby~~Company ~~equity~~consummated ~~purchase~~the ~~agreement~~sale ~~was~~to ~~amended~~YA soII PN, Ltd. (“YA II”, the "Buyer") of a new Secured Convertible Debenture in a private placement pursuant to that certain Secured Debenture Purchase Agreement (as amended, restated, supplemented or otherwise modified from time to time, the ~~Company~~“SDPA”), ~~shall~~dated ~~have~~as of October 25, 2022 (the ~~option~~“First Closing Date”), ~~but~~as ~~not~~amended by the ~~obligation~~First Amendment to Secured Debenture Purchase Agreement of March 30, 2023, as further amended by the Second Amendment to ~~sell~~Secured Debenture Purchase Agreement of April 17, 2023, as further amended by the Third Amendment to YASecured IIDebenture Purchase Agreement of May 1, 2023, and YAas IIfurther ~~shall~~amended by the previously reported Fourth Amendment to Secured Debenture Purchase Agreement of July 13, 2023. This new Secured Convertible Debenture is for a purchase price of $898,032. Upon the terms and ~~aggregate~~subject ~~amount~~to ofthe upconditions contained in the Fourth Amended SDPA and this new Secured Convertible Debenture, the Company promises to 10pay to the Buyer $440,000 on January 18,~~000~~ ~~shares~~2025, of(a) subject to earlier redemption at the Company'’s ~~common~~option ~~stock~~and (b) subject to acceleration at the ~~Company'~~holder’s ~~request~~option ~~any~~upon ~~time~~an ~~during~~event of default described in the ~~commitment~~Debenture. ~~period~~Interest asshall ~~described~~accrue ~~above~~on the outstanding Principal Amount hereof at an annual rate equal to 8% (“Interest Rate”); provided that such Interest Rate shall be increased to 18% upon an Event of Default.

~~Item~~Upon 5an event of default, the holder of this new Secured Convertible Debenture is entitled to convert any portion of the outstanding principle and accrued interest into shares of the Company’s common stock (the “Common Stock”), at a conversion price per share equal to the lower of (i) $1.0215 per share (ethe “Fixed Price”) or (ii) 90% of the lowest daily VWAP during the ten (10) consecutive Trading Days immediately preceding the Conversion Date (the “Variable Price”) or other date of determination (the “Variable Measurement Period”), which solely in the case of the Variable Price shall not be lower than the Floor Price of $0.202. ~~Compensatory~~The ~~Arrangements~~Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of ~~Certain~~this ~~Officers~~Debenture. This new Secured Convertible Debenture contains a standard “buy-in” provision in the event that the Company fails to shares within three trading days after receipt of a notice of conversion, and a standard “blocker” provision that limits the right to convert any portion of this new Debenture to the extent that after giving effect to such conversion the holder together with its affiliates would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.

InThe ~~relation~~proceeds toof ~~the~~this ~~Tillou~~new ~~Promissory~~Secured ~~Notes,~~Convertible ~~The~~Debenture ~~Company~~have ~~has~~been ~~agreed~~used ~~Mr.~~to ~~Shane~~pay ~~McMahon,~~ the ~~Executive~~fees ~~Chairman~~associated ofwith ~~the~~audit, ~~Company~~tax, isand ~~entitled~~legal toopinions arelated ~~grant up~~ to ~~7,217,095~~the ~~shares~~Company's ofpublic ~~Common Stock~~filings.

The foregoing are only summaries of the material terms of the SDPA and this new Secured Convertible Debenture, and do not purport to be complete descriptions of the rights and obligations of the parties thereunder, and such summaries are qualified in their entirety by reference to such agreements, which are filed as exhibits to this Current Report on Form 8-K.

NFS Warrant to Purchase Shares

On April 12, 2024, the Company entered into a Warrant to Purchase Shares ("NFS Warrant") with NFS Leasing, Inc., to purchase up to 842,700 shares of Common Stock (the "NFS Warrant Shares"), at an offering price of $0.89 per share.

This Warrant shall be exercisable, in whole or in part, during the term commencing on the issuance date of this Warrant and ending at 4:00 p.m. New York time on April 12, 2027.

The Company covenants that (i) the Shares, when issued pursuant to the exercise of this Warrant, will be duly and validly issued, fully paid and nonassessable and free from all taxes, liens, and charges with respect to the issuance

thereof, (ii) during the Exercise Period the Company will reserve from its authorized and unissued Common Stock sufficient Shares in order to perform its obligations under this warrant.

The foregoing are only summaries of the material terms of the Warrant and do not purport to be complete descriptions of the rights and obligations of the Parties thereunder, and such summaries are qualified in their entirety by reference to such agreement, which are filed as exhibits to this Current Report.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.			Description
10.1			Promissory Note by and between Ideanomics, Inc. and Tillou Management Amended ~~April~~June 2518, 2024 ~~and attached.~~
10.2			~~Promissory~~Tillou ~~Note~~Warrant by and between Ideanomics, Inc. and Tillou Management ~~Amended~~dated ~~May~~as ~~29,~~of ~~2024~~June ~~and~~18, ~~attached.~~2024
10.3			~~Standby~~Secured ~~Equity~~Convertible ~~Purchase Agreement~~Debenture, dated as of ~~January~~March 1030, ~~2024~~2023, by and between Ideanomics, Inc. and YA II PN, Ltd. Amended ~~April~~June 1518, 2024 ~~and attached.~~
10.4			NFS Warrant to Purchase Shares, dated as of April 12, 2024, by and between Ideanomics, Inc and NFS Leasing, Inc
104			Cover page Interactive Data File (embedded within the Inline XBRL document).

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.
	By:	/s/ Alfred P. Poor
Date: June 17, 2024	Name: Alfred P. Poor
Date: July 9, 2024	Name: Alfred P. Poor
	Title: Chief Executive Officer

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