424B2 1 tm2035771d1_424b2.htm 424B2 Prospectus SupplementFiled Pursuant to Rule 424(b)(2)(To Prospectus Dated July 17, 2020)Registration No. 333-239371 PROSPECTUS SUPPLEMENT Up to $150,000,000Ideanomics, Inc.Common Stock We entered into a Standby Equity Distribution Agreement (the “SEDA”), with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“YA”) on September 4, 2020 for the offer and sale of up to $150,000,0000 of our common stock, par value $0.001 per share (the “shares”), offered by this prospectus supplement and the accompanying prospectus. The Company will be able to sell up to $150,000,000 of its common stock at the Company’s request any time during the 36 months following the date of the SEDA. The SEDA has been approved by the Ideanomics shareholders. The shares would be purchased pursuant to the SEDA at 90% of the Market Price (as defined below) 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. “Market Price” shall mean the lowest daily VWAP (as defined below) of the Company’s common stock during the 5 consecutive trading days commencing on the trading day following the date the Company submits an advance notice to YA. “VWAP” means, for any trading day, the daily volume weighted average price of the Company’s common stock for such date on the principal market as reported by Bloomberg L.P. during regular trading hours. This prospectus supplement and the accompanying prospectus also cover the sale of these shares by YA to the public. Though we have been advised by YA, and YA represents in the SEDA, that YA is purchasing the shares for its own account, for investment purposes in which it takes investment risk (including, without limitation, the risk of loss), and without any view or intention to distribute such shares in violation of the Securities Act or any other applicable securities laws, the SEC may take the position that YA may be deemed an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”) and any profits on the sales of shares of our common stock by YA and any discounts, commissions or concessions received by YA is deemed to be underwriting discounts and commissions under the Securities Act. For additional information on the methods of sale that may be used by YA, see the section entitled “Plan of Distribution” on page S-15. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “IDEX”. On November 11, 2020, the closing price of our Common Stock was $0.91 per share. As of the date of this prospectus, none of the other securities that we may offer by this prospectus is listed on any national securities exchange or automated quotation system. The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page S-12, in addition to Risk Factors contained in the applicable prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus supplement is dated November 12, 2020 Table of Contents Page ABOUT THIS PROSPECTUSS-3 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-3 ABOUT IDEANOMICS S-4 CORPORATE INFORMATIONS-11 RECENT DEVELOPMENTSS-11 RISK FACTORSS-12 USE OF PROCEEDSS-15 DESCRIPTION OF THE SECURITIES WE ARE OFFERINGS-15 PLAN OF DISTRIBUTIONS-15 LEGAL MATTERSS-16 EXPERTSS-16 WHERE YOU CAN FIND MORE INFORMATIONS-16 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-16 You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone to provide you with information different from that contained or incorporated by reference into this prospectus. If any person does provide you with information that differs from what is contained or incorporated by reference in this prospectus, you should not rely on it. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You should assume that the information contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date on the front of the document and that any information contained in any document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of t