424B3 1 idex-20220930x424b3.htm 424B3 Table of ContentsFiled Pursuant to Rule 424(b)(3)Registration No. 333-267547PROSPECTUSIdeanomics, Inc.151,500,000 Shares of Common StockThis prospectus relates to the offer and sale of up to 151,500,000 shares of our common stock, $0.001 par value per share (“Common Stock”) of Ideanomics, Inc. (the “Company,” “Ideanomics,” “we,” “us”), by YA II PN, LTD., a Cayman Islands exempt limited partnership (“YA,” or the “Selling Stockholder”). YA is a fund managed by Yorkville Advisors Global, LP.The shares of Common Stock being offered by the Selling Stockholder have been and may be issued pursuant to the Standby Equity Purchase Agreement dated as of September 1, 2022, that we entered into with YA, as subsequently amended and restated on September 15, 2022 (the “Purchase Agreement”). We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of our Common Stock by the Selling Stockholder. However, we may receive up to the amount that equals or exceeds $88,500,000 in aggregate gross proceeds from sales of our Common Stock to YA that we may make under the Purchase Agreement, from time to time after the date of this prospectus. Pursuant to the Purchase Agreement, we issued 1,500,000 shares of our Common Stock (the “Commitment Shares”) to YA as consideration for its irrevocable commitment to purchase shares of our Common Stock under the Purchase Agreement. The additional shares of Common Stock that may be offered pursuant to this prospectus would be purchased by YA pursuant to the Purchase Agreement at 95% of the Market Price, as defined in the Purchase Agreement, i.e., 95% of the lowest daily VWAP during the three consecutive trading days commencing on the advance notice date, other than the daily VWAP on any day excluded pursuant to the terms of the Purchase Agreement.See the sections titled “The YA Transaction” for a description of the transaction contemplated by the Purchase Agreement and “Selling Stockholder” for additional information regarding YA.We are not a Chinese operating company but a Nevada operating company with the majority of operations conducted by our subsidiaries established in multiple jurisdictions including various states of the United States, Italy, Spain, the People’s Republic of China (“PRC” or “China”), Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), Malaysia, and England and Wales. Such a corporate structure involves unique risks to investors. Therefore, investing in our securities being offered pursuant to this prospectus involves unique and a high degree of risk. You should carefully read and consider the risk factors beginning on page 21 of this prospectus and, in particular, section “Risks Related to Doing Business in China” beginning on page 25 before you make your investment decision. The legal and operational risks associated with operating in China also apply to our operations in Hong Kong.Investors in our securities are not purchasing equity interests in any of our subsidiaries but instead are purchasing equity interests in the Nevada corporation. Our investors may never hold equity interests in the Chinese operating companies or in any other of our subsidiaries as a result of this offering.On December 16, 2021, the Public Company Accounting Oversight Board (“PCAOB”) issued its determination that the PCAOB is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in mainland China and in Hong Kong, because of positions taken by PRC authorities in those jurisdictions, and the PCAOB included in the report of its determination a list of the accounting firms that are headquartered in mainland China or Hong Kong. This list does not include our auditor, Grassi & Co., CPAs, P.C. Further, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (“AHFCAA”), which, if signed into law, would amend the Holding Foreign Companies Accountable Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Our auditor, Grassi & Co., CPAs, P.C., is based in the United States, has been inspected by the PCAOB on a regular basis, with the last inspection conducted in the year 2020, and it is not subject to the determinations announced by the PCAOB on December 16, 2021. Therefore, neither the Holding Foreign Companies Accountable Act and related