424B3 1 idex-20220930x424b3.htm 424B3 Table of ContentsFiled Pursuant to Rule 424(b)(3)Registration No. 333-269001PROSPECTUS483,016,666 SharesCommon StockThis prospectus relates to the disposition, from time to time, by the selling stockholders identified in this prospectus under the caption “Selling Stockholders” on page 105 of up to 483,016,666 shares of our common stock.The selling stockholders or their permitted transferees or other successors-in-interest may, but are not required to, sell the shares of our common stock offered by this prospectus from time to time in a number of different ways and at varying prices as determined by the prevailing market price for shares or in negotiated transactions. See “Plan of Distribution” on page 111 for a description of how the selling stockholders may dispose of the shares covered by this prospectus. We do not know when or in what amount the selling stockholders may offer the shares for sale.We are not selling any shares of our common stock under this prospectus and will not receive any proceeds from the sale of shares of common stock by the selling stockholders. We have agreed to pay certain expenses related to the registration of the offer and sale of the shares of common stock pursuant to the registration statement of which this prospectus forms a part.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 23 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 regulations, nor AHFCAA affected us or are projected to affect us. Our principal executive offices are located in the United States and all of our executive officers, directors, and members of senior management are located outside of China or Hong Kong and do not have ties to China or Hong Kong that negatively impact our business or this offering.1Table of ContentsAlthough (i) we have only direct ownership of our operating entities (including Hong Kong and PRC operating entities owned as either wholly foreign-owned enterprises or sino-joint ventures) and we currently do not have, nor we intend to have any contractual arrangement to establish a variable interest entity (“VIE”) structure with any entity and (ii) we are in the process of restructuring our PRC operations, to the extent we have subsidiaries, operations, or assets in PRC an