$IDEX. WAVE? Does this complete the transaction?
PROSPECTUS
Ideanomics, Inc.
12,589,350 Shares
Common Stock
The selling securityholders named in this prospectus may use this prospectus to offer and resell from time to time up to 12,589,350 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common Stock”). As previously disclosed on our Current Report on Form 8-K filed with the Commission on January 19, 2021, on January 15, 2021, the Company acquired 100% of privately held Wireless Advanced Vehicle Electrification, Inc. (“WAVE”) for an aggregate purchase price of $50,000,000 in a combination of $15,000,000 of cash and $35,000,000 worth of Ideanomics Common Stock as consideration (such $35,000,000 worth of Ideanomics Common Stock, the “WAVE Transaction Consideration Common Stock”), subject to customary purchase price adjustments. WAVE is a provider of wireless charging solutions for medium and heavy-duty electric vehicles. The WAVE Transaction Consideration Common Stock was issued to the former stockholders of WAVE (the “Selling Securityholders”) in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”). The Company has since agreed with the Selling Securityholders to register the WAVE Transaction Consideration Common Stock under the Securities Act. We will receive no proceeds from any sale by the Selling Securityholders of the shares of Common Stock offered by this prospectus and any prospectus supplement, but we have agreed to pay certain registration expenses.
We will not receive any of the proceeds from the sale of the Shares by the selling securityholders.
You should read this prospectus, together with the additional information described under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.
The selling securityholders, or their permitted pledgees, assignees or other successors-in-interest, may offer or resell the Shares from time to time through public transactions on the NASDAQ or any other stock exchange, market or trading facility on which shares of our Common Stock are traded or in private transactions, at fixed or negotiated prices. The selling securityholders may also sell the shares of Common Stock securities under Rule 144 under the Securities Act or any other available exemption from registration under the Securities Act rather than under this prospectus. The selling securityholders will bear all commissions and discounts, if any, attributable to the sale of shares of Common Stock offered hereby, and all selling and other expenses incurred by them in connection with such sales. We will bear all costs, expenses and fees in connection with the registration of the shares of Common Stock offered hereby. For additional information on the methods of sale that may be used by the selling securityholders, see “Plan of Distribution” beginning on page 18 of this prospectus.
The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 13, 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 is dated February 12, 2021
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