2023 Q4 - Annual Report

For the fiscalyear endedDecember31, 2023or 20-1778374 (I.R.S. Employer Identification No.) 1441 Broadway, Suite 5116,New York,NY10018(Address of principal executive offices)(212)206-1216(Registrant’s telephone number, including area code)Securities registered pursuant to Section12(b)of the Act: The Nasdaq Capital Market Securities registered pursuant to Section12(g)of Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Auditor PCAOB ID Number: 606 Auditor Name: Grassi & Co., CPAs, P.C. Auditor Location: Jericho, NY Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past90days. Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T(§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of theExchange Act. ☒Smaller Reporting 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 revisedfinancial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act). Yes☐No☒ The aggregate market value of the common stock held by non-affiliates as of June 30, 2023, the last business day of the registrant’s most recently completed secondfiscal quarter, was $0.1 billion based upon the per share closing price as of such dated reported on the Nasdaq Capital Market for the registrant’s common stock, whichwas $8.75. There were a total of 20,068,435 shares of the registrant’s common stock outstanding as of June13, 2024. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement for its 2023 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed within 120 days of theregistrant’s fiscal year ended December 31, 2023, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to informationspecifically incorporated by reference in this Annual Report on Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. IDEANOMICS, INC.Annual Report on FORM 10-KFor the Fiscal Year Ended December31, 2023 TABLE OF CONTENTS PagePART I2ITEM 1.BUSINESS2ITEM 1A.RISK FACTORS12ITEM 1B.UNRESOLVED STAFF COMMENTS44ITEM 1C.CYBERSECURITY44ITEM 2.PROPERTIES46ITEM 3.LEGAL PROCEEDINGS46ITEM 4.MINE SAFETY DISCLOSURES46ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUERPURCHASES OF EQUITY SECURITIES46ITEM 6.[RESERVED]47PART II48ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS48ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK65ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAF-1ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTS ON ACCOUNTING AND FINANCIAL DISCLOSURE41ITEM 9A.CONTROLS AND PROCEDURES41ITEM 9B.OTHER INFORMATION44ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS44PART III45ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE45ITEM 11.EXECUTIVE COMPENSATION45ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAR