10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-35561

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	20-1778374
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

55 Broadway, 19^th Floor

New York, NY 10006

(Address of principal executive offices)

212-206-1216

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:	Trading Symbol(s)	Name of each exchange on which registered:
Common stock, $0.001 par value per share	IDEX	The Nasdaq Stock Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (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 past 90 days.

Yes x      No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x      No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “larger accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer                   x
Non-accelerated filer   ¨	Smaller reporting company x

Emerging growth 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 revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨      No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 167,473,022 shares as of May 7, 2020.

QUARTERLY REPORT ON FORM 10-Q

OF IDEANOMICS, INC.

FOR THE PERIOD ENDED MARCH 31, 2020

TABLE OF CONTENTS

PART I	-FINANCIAL INFORMATION
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	32
Item 3	Quantitative and Qualitative Disclosures About Market Risk	41
Item 4.	Controls and Procedures	41
PART II	-OTHER INFORMATION
Item 1.	Legal Proceedings	42
Item 1A.	Risk Factors	42
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	42
Signatures		43

2

Use of Terms

Except as otherwise indicated by the context, references in this report to “we,” “us,” “our,” “our Company,” “the Company,” “IDEX,” or “Ideanomics,” are to the business of Ideanomics, Inc. (formerly known as “Seven Star Cloud Group, Inc.,” “SSC” and “Wecast Network, Inc.”), a Nevada corporation, and its consolidated subsidiaries and variable interest entities.

In addition, unless the context otherwise requires and for the purposes of this report only:

· “DBOT” refers to the Delaware Board of Trade Holdings, Inc which is holding company for the Company’s FINRA Registered Broker Dealer. The Company owns 99% of the share capital Delaware Board of Trade Holdings, Inc.;

· “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

· “EV” refers to electric vehicles, particularly battery operated electric vehicles;

· “FINRA” refers to the Financial Industry Regulatory Authority;

· “HK SAR” refers to the Hong Kong Special Administrative Region of the People’s Republic of China;

· “Intelligenta” refers to the BDCG joint venture which was rebranded as Intelligenta. As part of the rebranding, Intelligenta’s strategy will now include AI solutions to enhance corporation services, index services and products, and capital market services and products;

· “Legacy YOD” business refers to the premium content and integrated value-added service solutions for the delivery of VOD (defined below) and paid video programing to digital cable providers, Internet Protocol Television (“IPTV”) providers, Over-the-Top (“OTT”) streaming providers, mobile manufacturers and operators, as well as direct customers;

· “MEG” refers to Mobile Energy Global the subsidiary that holds all of the Company’s electric vehicles investments;

· “Renminbi” and “RMB” refer to the legal currency of the PRC;

· “SEC” refers to the United States Securities and Exchange Commission;

· “Securities Act” refers to the Securities Act of 1933, as amended;

· “SSF” refers to Tianjin Sevenstarflix Network Technology Limited, a PRC company controlled by YOD Hong Kong through contractual arrangements;

· “Sinotop Beijing” refers to Beijing Sino Top Scope Technology Co., Ltd., a PRC company controlled by YOD Hong Kong through contractual arrangements;

· “U.S. dollars,” “dollars,” “USD,” “US$,” and “$” refer to the legal currency of the United States;

· “U.S. Tax Reform” refers to the Tax Cuts and Jobs Act, enacted by the United States of America on December 22, 2017;

· “VIEs” refers to our variable interest entities Sinotop Beijing, and SSF;

· “VOD” refers to video on demand, which includes near video on demand (“NVOD”), subscription video on demand (“SVOD”), and transactional video on demand (“TVOD”);

· “Mobile Energy Group Services” business unit refers to all other operations other than Legacy YOD business;

· “Wecast SH” refers to Shanghai Wecast Supply Chain Management Limited, a PRC company that is 51% owned by the Company;

· “Wide Angle” refers to Wide Angle Group Limited, a Hong Kong company that is 55% owned by the Company;

· “YOD Hong Kong” refers to YOU On Demand (Asia) Limited, formerly Sinotop Group Limited, a Hong Kong company, which is wholly- owned by CB Cayman;

· “YOD WFOE” refers to YOU On Demand (Beijing) Technology Co., Ltd., a PRC company and a “wholly foreign-owned enterprise,” which is wholly-owned by YOD Hong Kong; and

· “SSSIG” refers to Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation, an affiliate of Dr. Wu.

3

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

IDEANOMICS, INC.

INDEX TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Unaudited Consolidated Balance Sheets	5
Unaudited Consolidated Statements of Operations	6
Unaudited Consolidated Statements of Comprehensive Income (Loss)	7
Unaudited Consolidated Statements of Equity	8
Unaudited Consolidated Statements of Cash Flows	10
Notes to Unaudited Consolidated Financial Statements	11

4

IDEANOMICS, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited) (USD in thousands)

	March 31, 2020			December 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	5,914		$	2,633
Accounts receivable, net (due from related parties were $1,688 and $2,284 as of March 31, 2020 and December 31, 2019, respectively)		1,833			2,405
Prepayments		477			572
Amount due from related parties		1,280			1,256
Other current assets		588			587
Total current assets		10,092			7,453
Property and equipment, net		355			378
Fintech Village		12,561			12,561
Intangible assets, net		51,595			52,771
Goodwill		10,789			23,344
Long-term investments		22,618			22,621
Operating lease right of use assets		6,051			6,934
Other non-current assets		883			883
Total assets	$	114,944		$	126,945
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK, REDEMABLE NON-CONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	3,656		$	3,380
Deferred revenue		500			477
Accrued salaries		952			923
Amount due to related parties		1,842			3,962
Other current liabilities		6,029			6,466
Current portion of operating lease liabilities		1,289			1,113
Current acquisition earn-out liability		5,952			12,421
Promissory note-short term		3,045			3,000
Convertible promissory note due to third parties		6,015			1,753
Convertible promissory note due to related parties		1,566			3,260
Total current liabilities		30,846			36,755
Asset retirement obligations		5,094			5,094
Convertible promissory note due to third parties-long term		5,120			5,089
Convertible promissory note due to related parties-long term		3,290			1,551
Operating lease liability-long term		6,010			6,222
Non-current acquisition earn-out liability		10,701			12,235
Total liabilities		61,061			66,946
Commitments and contingencies (Note 18 )
Convertible redeemable preferred stock and Redeemable non-controlling interest:
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2020 and December 31, 2019		1,262			1,262
Redeemable non-controlling interest		7,153			-
Equity:
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 163,460,045 shares and 149,692,953 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		163			150
Additional paid-in capital		293,345			282,554
Accumulated deficit		(260,829	)		(248,481	)
Accumulated other comprehensive loss		(680	)		(664	)
Total IDEX shareholder’s equity		31,999			33,559
Non-controlling interest		13,469			25,178
Total equity		45,468			58,737
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	$	114,944		$	126,945

The accompanying notes are an integral part of these unaudited consolidated financial statements.

5

IDEANOMICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (USD in thousands)

	Three Months Ended
	March 31, 2020			March 31, 2019
Revenue from third-parties	$	378		$	346
Revenue from related parties		-			26,600
Total revenue		378			26,946
Cost of revenue from third-parties		334			258
Cost of revenue from related parties		-			-
Gross profit		44			26,688
Operating expenses:
Selling, general and administrative expenses		5,827			4,188
Professional fees		1,757			1,360
Impairment loss		887			-
Acquisition earn-out expense		532			-
Depreciation and amortization		476			244
Total operating expenses		9,479			5,792
Income (Loss) from operations		(9,435	)		20,896
Interest and other income (expense):
Interest expense, net		(3,156	)		(735	)
Equity in loss of equity method investees		(3	)		(280	)
Others		(26	)		(58	)
Income (Loss) before income taxes and non-controlling interest		(12,620	)		19,823
Income tax benefit		-			86
Net income (loss)		(12,620	)		19,909
Net loss attributable to non-controlling interest		272			18
Net income (loss) attributable to IDEX common shareholders	$	(12,348	)	$	19,927
Earnings (loss) per share
Basic	$	(0.08	)	$	0.19
Diluted		(0.08	)	$	0.18
Weighted average shares outstanding:
Basic		157,859,642			105,345,673
Diluted		157,859,642			116,301,236

The accompanying notes are an integral part of these unaudited consolidated financial statements.

6

IDEANOMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) (USD in thousands)

	Three Months Ended
	March 31, 2020			March 31, 2019
Net income (loss)	$	(12,620	)	$	19,909
Other comprehensive income (loss), net of nil tax
Foreign currency translation adjustments		6			147
Comprehensive income (loss)		(12,614	)		20,056
Comprehensive loss attributable to non-controlling interest		(249	)		43
Comprehensive income (loss) attributable to IDEX common shareholders	$	(12,863	)	$	20,099

The accompanying notes are an integral part of these unaudited consolidated financial statements.

7

IDEANOMICS, INC.

CONSOLIDATED STATEMENT OF EQUITY (Unaudited) (USD in thousands)

	Three Months Ended March 31, 2019
	Common Stock		Par Value		Additional Paid-in Capital		Retained Earnings/ Accumulated (Deficit)			Accumulated Other Comprehensive Loss			Ideanomics Shareholders' equity		Non-controlling Interest			Total Equity
Balance, January 1, 2019		102,766,006	$	103	$	195,780	$	(149,975	)	$	(1,665	)	$	44,243	$	(1,031	)	$	43,212
Share-based compensation		-		-		224		-			-			224		-			224
Common stock issuance for restricted shares		129,840		-		-		-			-			-		-			-
Common stock issuance for assets (SolidOpinion, Inc)		4,500,000		5		7,150		-			-			7,155		-			7,155
Common stock issuance for convertible debt		1,166,113		1		2,049		-			-			2,050		-			2,050
Net income (loss)		-		-		-		19,927			-			19,927		(18	)		19,909
Foreign currency translation adjustments, net of nil tax		-		-		-		-			172			172		(25	)		147
Balance, March 31, 2019		108,561,959	$	109	$	205,203	$	(130,048	)	$	(1,493	)	$	73,771	$	(1,074	)	$	72,697

Note: The above table has been revised from the original presentation for the three months ended March 31, 2019. The original presentation included the presentation of common shares which were placed in escrow, though not included in total equity. As these shares were removed from escrow and never issued, they have been removed from the above table.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

8

	Three Months Ended March 31, 2020
	Common Stock		Par Value		Additional Paid-in Capital		Retained Earnings/ Accumulated (Deficit)			Accumulated Other Comprehensive Loss			Ideanomics Shareholders' equity			Non-controlling Interest*			Total Equity
Balance, January 1, 2020		149,692,953	$	150	$	282,554	$	(248,481	)	$	(664	)	$	33,559		$	25,178		$	58,737
Share-based compensation		-		-		2,202		-			-			2,202			-			2,202
Common stock issuance for professional fee		429,000		-		240		-			-			240			-			240
Common stock issuance for interest (ID Venturas)		29,766		-		21		-			-			21			-			21
Common stock issuance for acquisition (DBOT)		10,883,668		11		6,737		-			-			6,748			-			6,748
Common stock issued for warrant exercised (YA II)		1,000,000		1		999		-			-			1,000			-			1,000
Common stock issuance for convertible note (YA II)		1,424,658		1		592		-			-			593			-			593
Tree Technologies measurement period adjustment		-		-		-		-			-			-			(11,454	)		(11,454	)
Non-controlling shareholder contribution (DBOT)		-		-		-		-			-			-			100			100
Net income (loss)		-		-		-		(12,348	)		-			(12,348	)		(378	)		(12,726	)
Foreign currency translation adjustments, net of nil tax		-		-		-		-			(16	)		(16	)		22			6
Balance, March 31, 2020		163,460,045	$	163	$	293,345	$	(260,829	)	$	(680	)	$	31,999		$	13,469		$	45,468

* Excludes accretion of dividend for redeemable non-controlling interest.

The accompanying notes are an integral part of these unaudited consolidated financial statements.

9

IDEANOMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD in thousands)

	Three Months Ended
	March 31, 2020			March 31, 2019
Cash flows from operating activities:
Net income (loss)	$	(12,620	)	$	19,909
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense		2,202			224
Depreciation and amortization		476			244
Non-cash interest expense		3,156			735
Equity in losses of equity method investees		3			280
Digital tokens received as payment for services		-			(26,600	)
Impairment loss		887			-
Acquisition earn-out expense		532			-
Change in assets and liabilities:
Accounts receivable		571			(36	)
Prepaid expenses and other assets		1,928			(124	)
Accounts payable		275			(46	)
Deferred revenue		23			203
Amount due to related parties		856			40
Accrued expenses, salary and other current liabilities		(2,147	)		400
Net cash used in operating activities		(3,858	)		(4,771	)
Cash flows from investing activities:
Acquisition of property and equipment		(15	)		(580	)
Payments for long-term investments		-			(620	)
Net cash used in investing activities		(15	)		(1,200	)
Cash flows from financing activities
Proceeds from issuance of convertible notes		2,000			2,132
Proceeds from exercise of warrants and issuance of common stocks		1,000			2,500
Proceeds from noncontrolling interest shareholder		7,147			-
Proceeds from/(Repayment of) amounts due to related parties		(2,999	)		228
Net cash provided by financing activities		7,148			4,860
Effect of exchange rate changes on cash		6			17
Net increase (decrease) in cash and cash equivalents		3,281			(1,094	)
Cash and cash equivalents at the beginning of the period		2,633			3,106
Cash and cash equivalents at the end of the period	$	5,914			2,012
Supplemental disclosure of cash flow information:
Cash paid for income tax	$	-		$	-
Cash paid for interest	$	-		$	-
Issuance of shares for acquisition of DBOT	$	6,748		$	-
Tree Technologies measurement period adjustment	$	11,895		$	-
Disposal assets in exchange of GTB tokens	$	-		$	20,219
Service revenue received in GTB tokens	$	-		$	26,600
Advances from customer received in GTB tokens	$	-		$	14,100
Issuance of shares for acquisition of intangible assets	$	-		$	4,655

The accompanying notes are an integral part of these unaudited consolidated financial statements.

10

IDEANOMICS, INC.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1.     Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and the United States through its subsidiaries and variable interest entities (“VIEs”). Unless the context otherwise requires, the use of the terms "we," "us", "our" and the “Company” in these notes to consolidated financial statements refers to Ideanomics, Inc, its consolidated subsidiaries and VIEs.

The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, the Mobile Energy Group (“MEG”), and Ideanomics Capital. As the chief executive officer previously reviewed two operating segments separately for this purpose, the Company has changed its presentation accordingly, from two reportable segments to one reportable segment.

The segment reporting changes were retrospectively applied to all periods presented.

MEG’s mission is to use electronic vehicles (“EVs”) and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. MEG operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs.

Ideanomics Capital is involved with areas of capital markets such as financial products advisory and creation, with specific focus on the application of blockchain and artificial intelligence in Fintech.

The Company also seeks to identify industries and business processes where blockchain and AI technologies can be profitably deployed to disrupt established industries and business processes.

Basis of Presentation

In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“2019 Form 10-K.”)

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, management evaluates the Company’s estimates, including those related to the bad debt allowance, variable considerations, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

11

Significant Accounting Policies

For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in Company’s 2019 Form 10-K. During the three months ended March 31, 2020, there were no significant changes made to Ideanomics’ significant accounting policies. 

Effects of COVID 19

In the three months ended March 31, 2020, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit.

As one component of this process, the Company has initially transferred 10,000 common shares of MEG, representing 20.0% of the overall outstanding common shares, to Merry Heart Technology Limited (“MHTL”), who is intended to act as a trustee over these shares, for a nominal amount. It is the Company’s intent that this arrangement would be structured in a manner similar to other trusts used to effect share-based compensation plans, and would qualify as a VIE and consequently be consolidated.

However, the disruption caused by the COVID-19 virus, particularly in China, where many of the Company’s personnel and business advisors are located, has delayed the Company’s efforts to implement this share-based compensation plan. The Company’s ability to interact with personnel and business advisors was adversely impacted by temporary office closures, with personnel working remotely, and travel restrictions which prevented the Company from obtaining final and complete documentation.

The Company anticipates that, with travel restrictions currently lifted in China, it will complete the formation and implementation of the share-based compensation scheme by June 30, 2020. At that point, the Company will provide a full accounting of the share-based compensation plan, which, as it is expected to be consolidated, would have no material effect on its consolidated financial statements. The transfer of the MEG shares to MHTL is not believed to be substantive, and had the Company given accounting treatment to the transfer without consideration of the overall share-based compensation plan, the accounting effect would have been a reclass between additional paid-in capital and non-controlling interest within the consolidated statement of equity. However, to record this entry in isolation would not be representative of the arrangement when fully consummated, as it is anticipated that the resulting shares would be consolidated at that point in time.  

As of March 31, 2020, no share-based awards had been granted to employees or consultants.

Note 2. New Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (“ASU 2016-13”) "Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of the investment portfolio and the economic conditions at the time of adoption.

In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”) “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes.” ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions currently provided for in ASC 740, “Income Taxes” (“ASC 740”), and by amending certain other requirements of ASC 740. The changes resulting from ASU 2019-12 will be made on a retrospective or modified retrospective basis, depending on the specific exception or amendment. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company will adopt ASU 2019-12 effective January 1, 2021. Management is currently evaluating the effect of the adoption of ASU 2019-12 on the consolidated financial statements.

12

Note 3. Going Concern and Management’s Plans

As of March 31, 2020, the Company had cash and cash equivalents of $5.9 million and an accumulated deficit of $260.8 million.  Additionally, the Company has incurred losses since its inception and must continue to rely on proceeds from debt and equity issuances to pay for ongoing operating expenses in order to execute its business plan.

The Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and operations. 

Although the Company may attempt to raise funds by issuing debt or equity instruments, in the future additional financing may not be available to the Company on terms acceptable to the Company or at all or such resources may not be received in a timely manner. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or to discontinue certain operations, scale back or discontinue the development of new business lines, reduce headcount, sell assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose their entire investment in the Company. The Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and operations. 

Due to People’s Republic of China (“PRC”) regulations governing the transfer of cash outside of the PRC, management does not consider cash balances held by entities domiciled in the PRC, or subject to PRC regulation, as being available for use in, or as a source of funding, for the Company’s operations outside of the PRC. The Company’s operations outside of PRC are dependent upon continued to access to debt and equity funding in the United States and Asia outside of the PRC.

Note 4. Revenue

The following table summarizes the Company’s revenues disaggregated by revenue source, geography (based on the Company’s business locations), and timing of revenue recognition (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Geographic Markets
Malaysia	$	3	$	-
USA		323		26,946
China		52		-
Total	$	378	$	26,946
Product or Service
Digital asset management services	$	-	$	26,600
Digital advertising services and other		323		346
Electric vehicles*		55		-
Total	$	378	$	26,946
Timing of Revenue Recognition
Products transferred at a point in time	$	378	$	346
Services provided over time		-		26,600
Total	$	378	$	26,946

* The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions.

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Note 5.     VIE Structure and Arrangements

Prior to December 31, 2019, the Company consolidated certain VIEs located in the PRC in which it held variable interests and was the primary beneficiary through contractual agreements. The Company was the primary beneficiary because it had the power to direct activities that most significantly affected their economic performance and had the obligation to absorb or right to receive the majority of their losses or benefits. The results of operations of these VIEs are included in the consolidated financial statements for the year ended December 31, 2019. A shareholder in one of the VIEs is the spouse of Dr. Bruno Wu (“Dr. Wu”), the Chairman of the Company.

The contractual agreements, which collectively granted the Company the power to direct the VIEs activities that most significantly affected their economic performance, as well to cause the Company to have the obligation to absorb or right to receive the majority of their losses or benefits, were terminated by all parties on December 31, 2019. As a result, the Company deconsolidated the VIEs as of December 31, 2019.

Refer to Note 10 for information on an additional VIE.

Note 6.     Acquisitions and Divestitures

2020 Acquisitions and Divestitures

The Company has not acquired any companies nor disposed of any subsidiaries in the three months ended March 31, 2020.

The Company may divest certain businesses from time to time based upon review of the Company’s portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders.

2019 Acquisitions

(a) Acquisition of Tree Technologies Sdn. Bhd. (“Tree Technologies”)

On December 26, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The acquisition price was comprised of (1) $0.9 million in cash, (2) 9.5 million shares of Ideanomics common stock, and (3) earnout payments (the ”Earnout”) of up to $32.0 million over three years, to be paid in cash or Ideanomics common shares at the election of the Company. The Earnout is based upon revenue targets over three 12 month periods beginning in the three months ended December 31, 2019.

The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the fair value of the Earnout was estimated to be $15.5 million, and was recorded as a liability on the date of acquisition. The Company estimated the fair value of the Earnout using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. This fair value measurement is based on significant Level 3 inputs. The resulting probability-weighted cash flows were discounted using the Company’s estimated weighted average cost of capital of 15.0%.

Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs. Tree Technologies holds an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. The goodwill arising from the acquisition consists largely of the synergies expected from the fulfillment of these contracts. None of the goodwill recognized is expected to be deductible for tax purposes.

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The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company is in the process of completing the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the Earnout, and therefore the known adjustments are incorporated in the table below (in thousands).

Land use rights	$	27,140
Accounts payable		(743	)
Noncontrolling interest		(15,583	)
Goodwill		803
Marketing and distribution agreement		12,590
	$	24,207

The accounts payable above of $0.7 million primarily represents the transfer tax payable for the land use rights for the 250 acres of vacant land; should the Company fail to fulfill its obligations to pay the transfer tax payable it would forfeit its land use rights.

Tree Technologies had not commenced operations as of the acquisition date, therefore pro forma results as if the acquisition had occurred as of January 1, 2018, and related information, are not presented.

(b) Acquisition of Grapevine Logic, Inc. (“Grapevine”)

On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Fomalhaut Limited (“Fomalhaut”), a British Virgin Islands company and an affiliate of Dr. Wu, was the non-controlling equity holder of 34.4% in Grapevine (the “Fomalhaut Interest”). Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement”), with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest was the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option is exercised, the sale price for the Fomalhaut Interest is payable in a combination of 1/3 in cash and 2/3 in the Company’s shares of common stock at the then market value on the exercise date.  

In May 2019, the Company entered into two amendments to the Option Agreement. The aggregate exercise price for the Option was amended to the greater of: (1) fair market value of the Fomalhaut Interest in Grapevine as of the close of business on the date preceding the date upon which the option is exercised; and (2) $1.84 per share of the Company’s common stock. It was also agreed that the full amount of the exercise price shall be paid in the form of common stock of the Company.

In June 2019, the Company issued 0.6 million shares in exchange for a 34.3% ownership in Grapevine as a result of the exercise of the Option. At the completion of this transaction the Company owned 100.0% of Grapevine. At the date of the transaction, the carrying amount of the non-controlling interest in Grapevine was $0.5 million. The difference between the value of the consideration exchanged of $1.1 million and the carrying amount of the non-controlling interest in Grapevine is recorded as a debit to additional paid-in capital based on ASC 810, Consolidation.

(c) Acquisition of Delaware Board of Trade Holdings, Inc. (“DBOT”)

In April 2019, the Company entered into a securities purchase agreement to acquire 6.9 million shares in DBOT in exchange for 4.4 million shares of the Company’s common stock at $2.11 per share. In July 2019, the Company entered into another securities purchase agreement to acquire an additional 2.2 million shares in DBOT in exchange for 1.4 million shares of the Company’s common stock at $2.11 per share. The two transactions, which increased the Company’s ownership in DBOT to 99.0%, were completed in July 2019. The securities purchase agreements required the Company to issue additional shares of the Company’s common stock (“True-Up Common Stock”) in the event the stock price of the common stock falls below $2.11 at the close of trading on the date immediately preceding the lock-up date, which is 9 months from the closing date. The Company accounted for the additional True-Up Common Stock consideration as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. The Company recorded this liability at fair value of $2.2 million on the date of acquisition. As of December 31, 2019, the Company remeasured this liability to $7.3 million and the remeasurement loss of $5.1 million was recorded in “Acquisition earn-out expense” in the consolidated statements of operations. In the three months ended March 31, 2020, the Company recorded an additional remeasurement loss of $0.5 million in “Acquisition earn-out expense” in the consolidated statements of operations, and partially satisfied the liability with the issuance of 10.9 million shares of common stock. As of March 31, 2020, the recorded balance of this liability was $1.1 million.

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Immediately prior to the consummation of the transaction, the Company’s investment in DBOT consisted of 37.0% of the common shares outstanding, which had a fair value of $3.1 million, and the Company recorded a loss of $3.2 million to record the investment in DBOT to its fair value. This loss was recorded in “Loss on remeasurement of DBOT investment” in the consolidated statements of operations in the three and nine months ended September 30, 2019. The fair value of the investment in DBOT immediately prior to the consummation of the transaction was determined in conjunction with the overall fair value determination of the DBOT assets acquired and liabilities assumed.

DBOT operates three companies: (1) DBOT ATS LLC, an SEC recognized Alternative Trading System (“ATS”); (2) DBOT Issuer Services LLC, focused on setting and maintaining issuer standards, as well as the provision of issuer services to DBOT designated issuers; and (3) DBOT Technology Services LLC, focused on the provision of market data and marketplace connectivity. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and DBOT, as the Company executes its business plan of selling digital tokens and digital assets and other commodities on an approved ATS.

The consolidated statements of operation for the year ended December 31, 2019 include the results of DBOT from July 2019 to December 31, 2019. For the time period from July 2019 through December 31, 2019, DBOT contributed $15,838 and $1.9 million to the Company’s revenue and net loss, respectively.

The following table summarizes supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2018 (in thousands):

	March 31, 2019
Revenue	$	27,023
Net income attributable to IDEX common shareholders		19,480

The unaudited pro forma results of operations do not purport to represent what the Company’s results of operations would actually have been had the acquisition occurred on January 1, 2018. Actual future results may vary considerably based on a variety of factors beyond the Company’s control.

The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in DBOT recognized (in thousands):

Cash	$	247
Other financial assets		1,686
Financial liabilities		(4,411	)
Noncontrolling interest		(105	)
Goodwill		9,324
Intangible asset – continuing membership agreement		8,255
Intangible asset – customer list		59
	$	15,055

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill, of which none is expected to be deductible for tax purposes. For all intangible assets acquired, continuing membership agreements have useful life of 20 years and the customer list has useful life of 3 years.

2019 Divestitures

(d) Red Rock Global Capital LTD (“Red Rock”)

In May 2019, the Company determined to sell the Red Rock business and entered into an agreement with Redrock Capital Group Limited, an affiliate of Dr. Wu, to sell its entire interest in Red Rock for consideration of $0.7 million. The Company decided to sell Red Rock primarily because it has incurred operating losses and its business is no longer needed based on the Company’s business plan. The transaction was completed in July 2019 and the Company recorded a disposal gain of $0.6 million recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations in the three and nine months ended September 30, 2019.

(e) Amer Global Technology Limited (“Amer”)

On June 30, 2019, the Company entered into an agreement with BCC Technology Company Limited (“BCC”) and Tekang Holdings Technology Co., Ltd (“Tekang ”) pursuant to which Tekang will inject certain assets in the robotics and electronic internet industry and Internet of Things business consisting of manufacturing data, supply chain management and financing, and lease financing of industrial robotics into Amer in exchange for 71.8% of ownership interest in Amer. The parties subsequently entered into several amendments including: (1) changing the name of Amer to Logistorm Technology Limited, (2) issuing 39,500 new shares in Amer or 71.8% ownership interest to BCC instead of Tekang, (3) issuing 5,500 new shares in Amer or 10.0% ownership interest to MHTL, and (4) the Company is responsible for 20.0% of any potential tax obligation associated with Amer, if Amer fails to be publicly listed in 36 months from the closing date of this transaction. The Company concluded that it’s not probable that this contingent liability would be incurred. As a result of this transaction, the Company’s ownership interest in Amer was diluted from 55.0% to 10.0%. The transaction was completed on August 31, 2019.

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The Company recognized a disposal gain of $0.5 million as a result of the deconsolidating Amer, and such gain was recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations in the three and nine months ended September 30, 2019. $0.1 million of the gain is attributable to the 10.0% ownership interest retained in Amer. In addition, on the date Amer was deconsolidated, the Company recorded a bad debt expense of $0.6 million relating to a receivable due from Amer to a subsidiary of the Company, which was recorded in “Selling, general and administrative expense” in the consolidated statements of operations in the three and nine months ended September 30, 2019.

Pro forma results of operations for the three months ended March 31, 2019 have not been presented because they are not material to the consolidated results of operations. Amer had no revenue and minimal operating expenses in the year ended December 31, 2019.

Note 7.     Accounts Receivable

The following table summarizes the Company’s accounts receivable (in thousands): 

	March 31,		December 31,
	2020		2019
Accounts receivable, gross	$	1,833	$	2,405
Less: allowance for doubtful accounts		-		-
Accounts receivable, net	$	1,833	$	2,405

There were no changes in the allowance for doubtful accounts for the three months ended March 31, 2020 and 2019.

The balance includes the taxi commission revenue receivables of $1.7 million and $2.3 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co, as of March 31, 2020 and December 31, 2019, respectively.

Note 8.     Property and Equipment, net

The following table summarizes the Company’s property and equipment (in thousands):

	March 31,		December 31,
	2020		2019
Furniture and office equipment	$	462	$	441
Vehicle		62		62
Leasehold improvements		212		243
Total property and equipment		736		746
Less: accumulated depreciation		(381)		(368)
Property and equipment, net		355		378
Fintech Village
Land		3,043		3,043
Building		309		309
Assets retirement obligations – environmental remediation		6,496		6,496
Capitalized direct development cost		2,713		2,713
Construction in progress (Fintech Village)		12,561		12,561
Property and Equipment, net	$	12,916	$	12,939

The Company recorded depreciation expense of $31,536 and $16,609, which is included in its operating expense, for the three months ended March 31, 2020 and 2019, respectively.

Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”)

The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The following table summarizes the activity in the asset retirement obligation for the three months ended March 31, 2020 (in thousands):

	January 1, 2020		Liabilities Incurred		Remediation Performed		Accretion Expense		Revisions		March 31, 2020
Asset retirement obligation	$	5,094	$	-	$	-	$	-	$	-	$	5,094

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The Company capitalized direct costs incurred on Fintech Village and the capitalized cost is recorded as part of Construction in progress. Capitalized costs were $2.7 million and $2.7 million as of March 31, 2020 and December 31, 2019, respectively, and are primarily related to legal and architect costs. 

The Company has identified Fintech Village as a non-core asset and is evaluating its strategies for divesting of this asset.

Note 9.     Goodwill and Intangible Assets

Goodwill

The following table summarizes changes in the carrying amount of goodwill (in thousands):

Balance as of January 1, 2019	$	705
Acquisitions		22,639
Balance as of December 31, 2019		23,344
Measurement period adjustments		(12,513	)
Effect of change in foreign currency exchange rates		(42	)
Balance as of March 31, 2020	$	10,789

Intangible Assets 

The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands):

	March 31, 2020											December 31, 2019
	Weighted Average Remaining Useful Life		Gross Carrying Amount		Accumulated Amortization			Impairment Loss		Net Balance		Gross Carrying Amount		Accumulated Amortization			Impairment Loss		Net Balance
Amortizing Intangible Assets
Software and licenses		-	$	97	$	(97	)	$	-	$	-	$	97	$	(97	)	$	-	$	-
Solid Opinion IP (a)		3.9		4,655		(1,009	)		-		3,646		4,655		(776	)		-		3,879
Fintalk intangible assets (b)		-		635		(635	)		-				635		(635	)		-		-
Influencer network (c)		8.4		1,980		(314	)		-		1,666		1,980		(264	)		-		1,716
Customer contract (c)		1.4		500		(264	)		-		236		500		(222	)		-		278
Continuing membership agreement (d)		19.3		8,255		(310	)		-		7,945		8,255		(206	)		-		8,049
Customer list		2.3		59		(15	)		-		44		59		(10	)		-		49
Trade name (c)		13.4		110		(12	)		-		98		110		(10	)		-		100
Technology platform (c)		5.4		290		(66	)		-		224		290		(55	)		-		235
Land use rights (e)		99		25,739		-			-		25,739		27,079		-			-		27,079
Marketing and distribution agreement (e)		20		11,944		-			-		11,944		11,333		-			-		11,333
Total				54,264		(2,722	)		-		51,542		54,993		(2,275	)		-		52,718
Indefinite lived intangible assets
Website name				25		-			-		25		25		-			-		25
Patent				28		-			-		28		28		-			-		28
Total			$	54,317	$	(2,722	)	$	-	$	51,595	$	55,046	$	(2,275	)	$	-	$	52,771

(a)

During the first quarter of 2019, the Company completed the acquisition of certain assets from SolidOpinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) will be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement. SolidOpinion has the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and were released in April 2020.

(b)

In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million.  The Company issued 2.9 million common shares in June 2019 and completed the transaction.  In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million.

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(c)	During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b).
(d)	During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 90.0 %. Intangible assets of $8.3 million were recognized on the date of acquisition. Refer to Note 6(c).
(e)	During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. In connection with the completion of acquisition accounting, the Company revised the estimated useful life of the marketing and distribution agreement from 5 to 20 years.  As amortization of this agreement has not commenced, the revision of the estimated useful life had no effect on the consolidated financial statements. Refer to Note 6(a) for additional information.

Amortization expense relating to intangible assets was $0.4 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively.

The following table summarizes the expected amortization expense for the following years (in thousands):

	Amortization to be
Years ending December 31,	recognized
2020 (excluding the three months ended March 31, 2020)	$	1,761
2021		2,578
2022		2,457
2023		2,448
2024		1,672
2025 and thereafter		40,626
Total	$	51,542

The above table assumes that the amortization commences on the Land use rights and Marketing and distribution agreement on July 1, 2020; however, actual amortization may commence at a later date as EV production commences.

Note 10.     Long-term Investments

The following table summarizes the Company’s long-term investments (in thousands):

	March 31,		December 31,
	2020		2019
Non-marketable equity investments	$	5,967	$	5,967
Equity method investments		16,651		16,654
Total	$	22,618	$	22,621

Non-marketable equity investment 

Non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management’s analysis of certain investment’s performance, no impairment losses were recorded in the three months ended March 31, 2020 and 2019.

In the three months ended March 31, 2019, the Company sold one non-marketable equity investment with a carrying amount of $3.2 million for GTB and recognized no gain or loss on the sale. Refer to Note 14(b) for additional information.

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Equity method investments 

The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting (in thousands):

		March 31, 2020
		January 1, 2020		Addition		Income (loss) on investment			Impairment losses		Disposal		Foreign currency translation adjustments		March 31, 2020
BDCG	(a)	$	9,800	$	-	$	-		$	-	$	-	$	-	$	9,800
Glory	(b)		6,854		-		(3	)		-		-		-		6,851
Total		$	16,654	$	-	$	(3	)	$	-	$	-	$	-	$	16,651

All the investments above are privately held companies; therefore, quoted market prices are not available. The Company has received no dividends from equity method investees in the three months ended March 31, 2020 and 2019.

(a) BBD Digital Capital Group Ltd. (“BDCG”)

In 2018, the Company signed a joint venture agreement, with two unrelated parties, to establish BDCG located in the United States for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of BDCG are held by Seasail Ventures Limited (“Seasail.”) The accounting treatment of the joint venture is based on the equity method due to variable substantive participating rights (in accordance with ASC 810) granted to Seasail. The new entity is currently in the process of ramping up its operations. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material.

As of March 31, 2020, the excess of the Company’s investment over its proportionate share of Intelligenta’s net assets was $9.8 million. The difference represents goodwill and is not being amortized.

(b) Glory Connection Sdn. Bhd (“Glory”)

On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair Holdings Limited (“Bigfair”) from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair currently holds a 51.0% ownership stake in Glory. The option is exercisable from July 18, 2020 to July 19, 2021. If the option is exercised, the Company would have 20.4% indirect ownership in Glory in addition to the 34.0% direct ownership it already has.

Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. Glory is currently in the process of ramping up its operations.

As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations.

In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2019.

Tree Technologies has also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of March 31, 2020, the Company accounts for Glory as an equity method investment.

The Company has advanced $0.4 million to Glory in order to fund its operations, although it had no obligation to do so. The Company’s maximum exposure to Glory is $7.3 million, the sum of its investment and advances.

As of March 31, 2020, the excess of the Company’s investment over its proportionate share of Glory’s net assets was $7.1 million. The difference primarily represents an amortizing intangible asset.

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The following table summarizes the income statement information of Glory for the three months ended March 31, 2020 (in thousands):

Revenue	$	1
Gross profit		(3	)
Net loss from operations		(10	)
Net loss		(9	)
Net loss attributable to Glory		(5	)

Note 11.     Leases

As of March 31, 2020, the Company’s operating lease right of use assets and operating lease liabilities are $6.1 million and $7.3 million, respectively. The weighted-average remaining lease term is 5.8 years and the weighted-average discount rate is 7.5%.

As of December 31, 2019, the Company’s operating right of use assets and operating lease liabilities were $6.9 million and $7.3 million, respectively. As of March 31, 2019, the weighted-average remaining lease term was 3.8 years and the weighted-average discount rate was 7.25%.

The following table summarizes the components of lease expense (in thousands):

	Three Months Ended
	March 31, 2020			March 31, 2019
Operating lease cost	$	487		$	602
Short-term lease cost		85			15
Sublease income		(32	)		-
Total	$	540		$	617

The following table summarizes supplemental information related to leases (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	553	$	259
Right of use assets obtained in exchange for new operating lease liabilities		322		-

The following table summarizes the maturity of operating lease liabilities (in thousands):

	Leased Property
Years ending December 31	Costs
2020	$	1,345
2021		1,435
2022		1,423
2023		1,474
2024		1,504
2025 and thereafter		1,874
Total lease payments		9,055
Less: Interest		(1,756	)
Total	$	7,299

In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ending June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2020. The Company will record a gain of $0.8 million for the extinguishment of the operating lease liability in the three months ending June 30, 2020.

The above table summarizing the maturity of operating lease liabilities does not encompass the settlement of the above mentioned lease liability as it had not been completed as of March 31, 2020.

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Note 12.     Promissory Notes

The following table summarizes the outstanding promissory notes as of March 31, 2020 and December 31, 2019 (dollars in thousands):

		March 31,				December 31,
		2020				2019
	Interest Rate	Principal Amount		Carrying Amount*		Principal Amount		Carrying Amount*		Maturity Date
Convertible Note-Mr. McMahon (Note 14 (a))	4.0%	$	3,000	$	3,290	$	3,000	$	3,260	December 31, 2022
Convertible Note -SSSIG (Note 14 (a))	4.0%		1,252		1,313		1,252		1,301	February 8, 2020, in process of renewal
Convertible Note-SSSIG (Note 14 (a))	4.0%		250		253		250		250	November 25 2020
Convertible Note-Advantech (a)	8.0%		12,000		5,120		12,000		3,193	June 28, 2021
Senior Secured Convertible Note (b)	10.0%		850		542		850		348	August 22, 2020
Senior Secured Convertible Note (c)	10.0%		3,580		2,250		3,580		1,896	March 27, 2021
Senior Secured Convertible Note (d)	4.0%		5,000		3,223		3,000		1,405	December 2020
Promissory Note (e)	6.0%		3,000		3,045		3,000		3,000	November 25, 2020
Total		$	28,932		19,036	$	26,932		14,653
Less: Current portion					10,626				8,013
Long-term Note, less current portion				$	8,410			$	6,640

*Carrying amount includes the accrued interest.

The following table summarizes future maturities of long-term debt, contractual obligations for interest, as well as projected interest expense resulting from the amortization of debt discounts as of March 31, 2020 (in thousands):

	Principal		Interest
2020	$	9,100	$	9,658
2021		19,832		4,415
Total	$	28,932	$	14,073

As of March 31, 2020 and December 31, 2019, the Company was in compliance with all ratios and covenants.

(a) $12.0 Million Convertible Note - Advantech

On June 28, 2018, the Company entered into a convertible note purchase agreement with Advantech Capital Investment II Limited (“Advantech”) in the aggregate principal amount of $12.0 million (the “Advantech Note.”) The Advantech Note bears interest at a rate of 8.0% and matures on June 28, 2021, and is convertible into the shares of the Company’s common stock at a stated conversion price, subject to adjustment if subsequent equity shares have a lower conversion price (“down round provision.”) The stated conversion price was initially $1.82 per share, which was subsequently reset to $1.00 in October 2019 due to the down round provision and subsequent equity issuances at $1.00.

The Company received aggregate gross proceeds of $12.0 million, net of $34,133 for the issuance expenses paid by Advantech.

Down Round Price Adjustment on October 30, 2019

As a result of the additional financing on October 30, 2019, the conversion price of the Advantech Note was reduced from $1.82 to $1.00. The initial difference between the conversion price and the fair value of the common stock on the commitment date resulted in a beneficial conversion feature (“BCF”) recorded of $1.4 million and increased by $10.6 million due to the down round provision adjustment in October 2019.

For the three months ended March 31, 2020 and 2019, total interest expense recognized was $1.9 million and $0.4 million, respectively. The carrying amounts as of March 31, 2020 and December 31, 2019 are reflected net of discounts of $8.6 million and $10.2 million, respectively, associated with the BCF of the Advantech Note. This amount is being amortized based on the effective interest method through the first demand redemption date as applicable.

The agreement also requires the Company to comply with certain covenants, including restrictions on the use of the proceeds and other conditions of the convertible note offering.

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(b) $2.05 Million Senior Secured Convertible Debenture due in August 2020 - ID Venturas 7

On February 22, 2019, the Company executed a security purchase agreement with ID Venturas 7, LLC (“IDV”), whereby the Company issued $2.1 million of senior secured convertible note (“February IDV Note”). The February IDV Note bears interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and matures on August 22, 2020. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price, (3) 1.2 million shares of common stock of the Company; and (4) a warrant exercisable for 1.6 million shares of common stock which the February IDV Note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years.

The Company received aggregate gross proceeds of $2.0 million, net of $50,000 for the issuance expenses paid by IDV. Total funds received were allocated to the February IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470, Debt (“ASC 470.”) The fair value of the February IDV Note and common shares was based on the closing price of the Company’s common stock on February 22, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 111.83% and an interest rate of 2.48%.  The fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the February IDV Note. The Company recognized a BCF of $0.6 million as an increase in additional paid-in capital and corresponding discount on the carrying amount of the February IDV Note, which was the fair value of the common shares at the commitment date for the February IDV Note, less the effective conversion price.

Interest on the February IDV Note is payable quarterly starting from April 1, 2019. The February IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the February IDV Note plus additional warrants and accrued and unpaid interest to the date of redemption.

The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion.

The security purchase agreement contains customary representations, warranties and covenants. The February IDV Note was collateralized by the Company’s equity interest in Grapevine and the Company had the right to request the removal of the guarantee and collateral by the issuance of additional 250,000 shares of common stock.

Modification/Extinguishment

On September 27, 2019, the Company issued 250,000 shares of common stock to IDV in exchange for the release of Grapevine as collateral. The issuance of the common shares in exchange for the removal of collateral was treated as a modification of the February IDV Note pursuant to the guidance of ASC 470. The Company concluded that the February IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.8 million of the February IDV Note was written off and the amended note was recorded at its fair value of $1.7 million. The Company recognized a non-cash loss on extinguishment of debt in the amount of $1.2 million and the intrinsic value of reacquisition of BCF is zero as of September 27, 2019.

Down Round Price Adjustment on October 30, 2019

As a result of the additional financing on October 30, 2019, the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the February IDV Note and the exercise price of the warrants from $1.84 to $1.00. The Company recognized $1.4 million of remeasured BCF as an increase in additional paid-in capital and a corresponding discount on the carrying amount of the February IDV Note and $0.2 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The fair value of the adjusted warrants was determined using the Black-Scholes option-pricing model based on the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 112.0%, and an interest rate of 2.48%. This resulted in a BCF of $1.4 million.

Conversion

During the three months ended December 31, 2019, $1.2 million of the February IDV Note, plus interest, were converted into 1.2 million shares of common stock of the Company. As a result of the conversions, the Company recognized interest expense of $1.0 million with a corresponding adjustment to debt discount.

The discounts on the February IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the February IDV Note. As of March 31, 2020, and December 31, 2019, the carrying amount is reflected net of discounts of $0.3 million and $0.5 million, respectively. Total interest expense recognized was $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively.

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(c) $3.58 Million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7

On September 27, 2019, the Company executed a security purchase agreement with IDV (“IDV September Agreement”), whereby the Company issued $2.5 million of senior secured convertible note in September (“September IDV Note”) and issued an additional $1.1 million of secured convertible notes subsequently based on additional investment rights in the IDV September Agreement. The September IDV Notes bear interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and mature on March 27, 2021. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price, (3) 1.5 million shares of common stock of the Company, and (4) a warrant exercisable for 4.7 million shares of common stock at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years.

The Company received net proceeds of $3.5 million (aggregate gross proceeds of $3.6 million, net of $65,000 for the issuance expenses paid to IDV). Total gross proceeds were allocated to the September IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the September IDV Note and common shares was based on the closing price of the common stock on September 27, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 122.44% and an average interest rate of 1.66%.  The fair value of the warrants was recorded as additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note. The Company recognized a BCF as a discount on September IDV Note at its intrinsic value, which was the fair value of the common shares at the commitment date, less the effective conversion price. The Company recognized $1.3 million of BCF in total as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note.

The September IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the September IDV Note plus additional warrants and accrued and unpaid interest to the date of redemption.

The security purchase agreement contains customary representations, warranties and covenants. The September IDV Note is collateralized by the Company’s equity interest in DBOT.

The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion.

Down Round Price Adjustment on October 30, 2019

On October 29, 2019 the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the debentures and the exercise price of the warrants from $1.84 to $1.00 for the February IDV Note and the September IDV Note due to the lower conversion price and exercise price agreed in the additional issuance in October, 2019. The Company recognized $0.2 million of remeasured BCF as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note and $0.1 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants.

The discount on the September IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the September IDV Note. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $1.4 million and $1.8 million, respectively. Total interest expense recognized was $0.4 million for the three months ended March 31, 2020.

Additional Issuance for No Additional Consideration - Consent of IDV for Subsequent Financing with YA II PN

On December 19, 2019, the Company executed an additional issuance agreement with IDV, pursuant to which the Company obtained a consent from IDV for subsequent financing with YA II PN in exchange for: (1) 2.0 million shares of the Company’s common stock; (2) the warrant to purchase 1.0 million shares of the Company’s common stock at an exercise price of $1.00 with a 7 year term in the form of prior warrants issued to IDV; and (3) a 2 year extension of the exercise period for all outstanding warrants held by IDV.

The additional issuance above and the exercise period extension in exchange for the consent was treated as a modification of the September IDV Note pursuant to the guidance of ASC 470. The Company concluded that the September IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.4 million of the September IDV Note was written off and the amended note was recorded at its fair value of $2.2 million along with a BCF at intrinsic value of $0.5 million. The Company measured and recognized the intrinsic value of the BCF at its reacquisition price $0.5 million on December 19, 2019 and recognized a non-cash loss on extinguishment of debt in the amount of $2.7 million in accordance with ASC 470. In addition, the Company recognized a deemed dividend of $0.5 million for the extension of exercise period for all applicable warrants issued to IDV.

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(d) $5.0 Million Senior Secured Convertible Debenture due in December 2020 - YA II PN

On December 19, 2019, the Company completed the initial closing with respect to a securities purchase agreement with YA II PN, Ltd, a company incorporated under the laws of the Cayman Islands (“YA II PN”), where YA II PN has agreed to purchase from the Company up to $5.0 million (with 4% discount) in units consisting of secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock at lower of: (1) $1.50 per share, or (2) 90% of the lowest 10 day volume weighted average price (“VWAP”) with a floor price at $1.00, subject to adjustments if subsequent equity shares have a lower conversion price, and shares of the Company’s common stock. The purchase and sale of the units shall take place in three closings:

1.	First Closing: $2.0 million of Convertible Debentures and 1.4 million shares of common stock closed on December 19, 2019;
2.	Second Closing $1.0 million of Convertible Debentures and 0.7 million shares of common stock closed on December 31, 2019 upon filing the registration statement; and
3.	Third Closing: $2.0 million of Convertible Debentures and 1.4 million shares of common stock closed on February 13, 2020 when such registration statement was declared effective by the SEC.

The Convertible Note matures in December 2020 and accrues interest at an 4.0% interest rate. YA II PN also received: (1) a warrant (the “Warrant I”) exercisable for 1.7 million shares of common stock at $1.50 with an expiration date 60 months from the date of the agreement, and (2) a warrant (the “Warrant II”) exercisable for 1.0 million shares of common stock at $1.00 with an expiration date of 12 months from the date of the agreement.

The Company received aggregate gross proceeds of $2.9 million (net of $0.1 million discount) as of December 31, 2019 and received $2.0 million in February 2020. Total funds received were allocated to the Convertible Debentures, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the Convertible Debentures and common shares was based on the closing price of the common stock on December 19, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years (1 year for Warrant II), expected dividend rate of 0%, volatility of 122.44% and an interest rate of 1.66% (1.54% for Warrant II). The fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the Convertible Debentures. There was no BCF because its intrinsic value is zero since the stock price of the common shares at the commitment date for the Convertible Debentures is greater than the effective conversion price.

The Convertible Debentures are redeemable at the option of the Company in whole or in part at an initial redemption price of the principal amount of the Convertible Debentures plus a redemption premium equal to 15% of the amount being redeemed and accrued and unpaid interest to the date of redemption. The security purchase agreement contains customary representations, warranties and covenants.

The discounts on the Convertible Debentures for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the Convertible Debentures. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $1.8 million and $1.6 million, respectively. Total interest expense recognized was $0.5 million for the three months ended March 31, 2020.

(e) $3.0 Million Promissory Note due in November 2020 – New Castle County

On November 25, 2015, DBOT, the subsidiary which the Company acquired in 2019, entered into a promissory note with New Castle County, a political subdivision of the State of Delaware in the aggregate principal amount of $3.0 million (the “New Castle County Notes”). The New Castle County Notes bear interest at a rate of 6.0%, and mature on November 25, 2020. For the three months ended March 31, 2020, the Company recorded interest expense of $45,000 related to the Note. The agreement also requires the Company to comply with certain covenants, including restrictions on new indebtedness offering and liens.

Note 13.  Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Convertible Preferred Stock

The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of March 31, 2020 and December 31, 2019, 7.0 million shares of Series A preferred stock were issued and outstanding. The Series A preferred stock shall be entitled to one vote per common stock on an as-converted basis and is only entitled to receive dividends when and if declared by the Board.

Redeemable Non-controlling Interest

The Company and Qingdao Chengyang Xinyang Investment Company Limited (“Qingdao”) formed a joint venture Qingdao Chengyang Mobo New Energy Vehicle Sales Service Company Limited (“JV”). Qingdao entered into a capital subscription agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 million in the three months ended March 31, 2020. The remaining RMB 150.0 million ($21.0 million) are payable in three installments of RMB 50.0 million ($7.0 million) upon the JV attaining certain revenue or market value benchmarks.

The investment agreement stipulates that the JV must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, and after three years may redeem its investment for the face amount plus 6.0% interest less dividends paid. The redemption feature is neither mandatory nor certain. Due to the redemption feature, the Company has classified the investment outside of permanent equity.

The following table summarizes activity for the redeemable non-controlling interest for the three months ended March 31, 2020 (in thousands):

January 1, 2020	$	-
Initial investment		7,047
Accretion of dividend		106
Loss attributable to non-controlling interest		(80	)
Adjustment to redemption value		80
March 31, 2020	$	7,153

Common Stock

The Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value.

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2020 Equity Transactions

Refer to Note 12 for information related to issuance of commons stock with convertible notes, Note 15 for information related to the issuance to common stock for warrant exercise, and Note 6(c) for the information related to the issuance of common stock for DBOT contingent consideration.

2019 Equity Transactions

Refer to Note 9 for information related to the issuance of common stock for assets and Note 12 for information related to the issuance of common stock in connection with convertible notes, and Note 6 for information related to the issuance of common stock for acquisitions.

On March 5, 2019 the Company entered into an agreement to acquire a company based in Malaysia, and placed 25.5 million common shares into an escrow account. The agreement was terminated in July 2019 and the common shares removed from escrow.

Note 14.     Related Party Transactions

(a) Convertible Note

$3.0 Million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”)

On May 10, 2012, Mr. McMahon, the Company’s Vice Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3.0 million (the “Note ”) at a 4.0% interest rate computed on the basis of a 365-day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from of Series E Preferred Stock to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2022.

The accumulated interest payable as of March 31, 2020 and December 31, 2019 was $0.3 million and $0.3 million, respectively. For the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $29,918 and $29,589 related to the Note. The Company did not pay such interest to Mr. McMahon in the three months ended March 31, 2020 and 2019.

$2.5 Million Convertible Promissory Note with SSSIG

On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $2.5 million. The convertible promissory note bears interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and is convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. The Company is in the process of negotiating an extended due date, and believes it has the ability to do so.

As of March 31, 2020, the Company received $1.3 million from SSSIG. The Company has not received the remaining $1.2 million as of the date of this report. For the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $12,489 and $10,617, respectively, related to the Note. The Company has not paid the interest on this note.

$1.0 Million Convertible Promissory Note with SSSIG

On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $1.0 million. The convertible promissory note bears interest at a rate of 4.0%, matures on November 25, 2021, and is convertible into the shares of the Company’s common stock at a conversion price of $1.25 per share anytime at the option of SSSIG. As of March 31, 2020, the Company received $0.25 million from SSSIG. For the three months ended March 31, 2020, the Company recorded interest expense of $3,493. The Company has not paid the interest on this note.

(b) Transactions with GTD

Disposal of Assets in exchange of GTB

In March 2019, the Company completed the sale of the following assets (with total carrying amount of $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1.3 million GTB. The Company considers the arrangement as a nonmonetary transaction and the fair values of GTB are not reasonably determinable due to the reasons described below. Therefore, GTB received are recorded at the carrying amount of the assets exchanged and the Company did not recognize any gain or loss based on ASC 845, Nonmonetary Transactions.

· License content (net carrying amount $17.0 million)

· 13% ownership interest in Nanjing Shengyi Network Technology Co., Ltd (“Topsgame”) (carrying amount of $3.2 million which was included in long-term investment as a non-marketable equity investment)

· Animation copy right (net carrying amount $0.2 million which was included in intangible assets.)

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Digital asset management services

The Company recognized revenue for the master plan development services over the contract period based on the progress of the services provided towards completed satisfaction. Based on ASC 606, Revenue from Contracts with Customers, at contract inception, the Company considered the following factors to estimate the value of GTB (noncash consideration): 1) it only trades in one exchange, which operations have been less than one year; 2) its historical volatility is high; and 3) the Company’s intention at the time to hold the majority of GTB, as part of its digital asset management services; and 4) associated risks related to holding GTB. Therefore, the value of 7.1 million GTB using Level 2 measurement was $40.7 million with a 76% discount to the fixed contract price agreed upon by both parties when signing the contract. The Company considered similar assets exchanges in Singapore and considered the volatility of the quoted prices and determined a discount of 76%. The estimated value of GTB is calculated using the Black-Scholes valuation model using the following assumptions: expected terms 3.0 years; volatility 155%; dividend yield: zero and risk-free interest rate 2.25%. As of December 31, 2019, all performance obligations associated with the development of the master plan for GTD’s assets had been satisfied. Accordingly, the Company recognized revenue of $40.7 million in the year ended December 31, 2019.

Impairment loss

On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million.

(c) Severance payments

On February 20, 2019, the Company accepted the resignation of former Chief Executive Officer, former Chief Investment Officer and former Chief Strategy Officer and agreed to pay $0.8 million in total for salary, severance and expenses. The Company paid $0.6 million in the first quarter of 2019 and recorded $0.2 million in “Other current liabilities” on its consolidated balance sheet as of December 31, 2019. The $0.8 million severance expenses were recorded in “Selling, general and administrative expenses” in the consolidated statements of operations.

(d) Borrowing from Dr. Wu. and his affiliates

In the three months ended March 31, 2020, the Company’s net borrowings from Dr. Wu and his affiliates decreased by $2.5 million due to repayments. The Company recorded these borrowings in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020. These borrowings bear no interest.

(e) Long Term Investment to Qianxi

In November 2019, the Company entered into a share transfer agreement with Sichuan Shenma Zhixing Technology Co.(“Shenma”) to acquire its 1.72% ownership in Qianxi with the consideration of $4.9 million, which will be paid in six installments. Shenma needs to complete the share transfer registration prior to May 31, 2020, otherwise it will return the investment payment to the Company. The Company has recorded the first installment $0.5 million on the “Other Non-Current Assets” since the share transfer registration is not completed yet.

(f) Borrowing from Beijing Financial Holdings Limited

The Company recorded the borrowings of $0.4 million in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020, and $0.7 million in “Other current liabilities” in its consolidated balance sheet as of December 31, 2019. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party because MHTL is intended to act as a trustee over 10,000 common shares of MEG to effect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited.

Note 15.     Share-Based Compensation

As of March 31, 2020, the Company had 13.3 million options, 0.1 million restricted shares and 8.0 million warrants outstanding.

The Company awards common stock and stock options to employees and directors as compensation for their services, and accounts for  its stock option awards to employees and directors pursuant to the provisions of ASC 718, Stock Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period.

Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Stock Incentive Plan (“the 2010 Plan”) pursuant to which options or other similar securities may be granted. As of March 31, 2020, the maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 4.0 million shares to 31.5 million shares. As of March 31, 2020, options available for issuance are 15.8 million shares.

For the three months ended March 31, 2020 and 2019, total share-based payments expense was $2.2 million and $0.2 million, respectively.

(a) Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2020:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregated
	Options			Exercise		Contractual		Intrinsic
	Outstanding			Price		Life (Years)		Value
Outstanding at January 1, 2020		14,936,726		$	2.13		8.48	$	-
Granted		-			-		-		-
Exercised		-			-		-		-
Expired		(711,583	)		1.95		-		-
Forfeited		(897,917	)		1.98		-		-
Outstanding at March 31, 2020		13,327,226			2.15		8.17		-
Vested and expected to be vested as of March 31, 2020		13,327,226			2.15		8.17		-
Options exercisable at March 31, 2020 (vested)		7,930,354			2.26		7.67		-

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As of March 31, 2020, $8.1 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 0.9 years. The total fair value of shares vested in the three months ended March 31, 2020 and 2019 was $2.2 million and $6,312, respectively. Cash received from options exercised in the three months ended March 31, 2020 and 2019 $0 and $0, respectively.

There were no options granted in the three months ended March 31, 2020.  

(b) Warrants

In connection with certain of the Company’s financings and service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The warrants issued to Warner Brother were expired without exercise on January 31, 2019. The Company issued warrants to IDV and YA II PN, Ltd. in connection with senior secured convertible notes and the weighted average exercise price was $1.10 and the weighted average remaining life was 6 years. Refer to Note 12 for additional information on promissory notes.

	March 31, 2020		December 31, 2019
	Number of		Number of
	Warrants		Warrants
	Outstanding and		Outstanding and		Exercise		Expiration
Warrants Outstanding	Exercisable		Exercisable		Price		Date
$2.05 million IDV		1,671,196		1,671,196	$	1.00	2/22/2026
$3.58 million IDV		4,658,043		4,658,043		1.00	9/27/2026
$5.0 million YA II PN		1,666,667		1,666,667		1.50	12/13/2024
$5.0 million YA II PN *		-		1,000,000		1.00
		7,995,906		8,995,906

*YA II PN exercised 1,000,000 warrants on March 31, 2020 and the Company received $1.0 million proceeds.

(c) Restricted Shares

The following table summarizes the unvested restricted shares is as follows:

			Weighted-average
	Shares		fair value
Non-vested restricted shares outstanding at January 1, 2020		55,086	$	2.38
Granted		-		-
Forfeited		-		-
Vested		-		-
Non-vested restricted shares outstanding at March 31, 2020		55,086		2.38

As of March 31, 2020, there was $0 of unrecognized compensation cost related to unvested restricted shares.

Note 16.    Earnings (Loss) Per Common Share

The following table summarizes the Company’s earnings (loss) per share for the three months ended March 31, 2020 and 2019 (USD in thousands, except per share amounts):

	Three Months Ended
	March 31, 2020			March 31, 2019
Net earnings (loss) attributable to common stockholders	$	(12,348	)	$	19,927
Interest expense attributable to convertible promissory notes		-			738
Net earnings (loss) assuming dilution	$	(12,348	)	$	20,665
Basic weighted average common shares outstanding		157,859,642			105,345,673
Effect of dilutive securities
Convertible preferred shares- Series A		-			933,333
Convertible promissory notes		-			10,022,230
Diluted potential common shares		157,859,642			116,301,236
Earnings (loss) per share:
Basic	$	(0.08	)	$	0.19
Diluted	$	(0.08	)	$	0.18

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Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period.

Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive.

The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive. (in thousands)

	March 31,		December 31,
	2020		2019
Warrants		7,996		8,996
Options and RSUs		13,382		14,938
Series A Preferred Stock		933		933
DBOT contingent shares		818		8,501
Convertible promissory note and interest		24,218		21,678
Total		47,347		55,046

Note 17.     Income Taxes

As of March 31, 2020, the Company had $88.2 million of the U.S domestic cumulative tax loss carryforwards and $29.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. No U.S. tax loss carry forwards expire after 2017 based on new tax law. These PRC tax loss carryforwards will expire beginning year 2020 to year 2024.

During the three months ended March 31, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

During the three months ended March 31, 2019, the Company recorded an income tax benefit of $0.1 million which consisted of a $4.7 million expense related to current operations and a $4.8 million benefit from a reduction in the beginning of the year deferred tax valuation allowance. This resulted in an effective tax rate of (1%). The effective tax rate for the three months ended March 31, 2019 differs from the U.S. statutory tax rate primarily due to the effect of taxes on foreign earnings, non-deductible expenses and the reduction in the beginning of the year deferred tax valuation allowance. 

There was no identified unrecognized tax benefit as of March 31, 2020 and December 31, 2019. 

Note 18.     Commitments and Contingencies

Lawsuits and Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business.

Shareholder Class Action

On July 19, 2019, a purported class action, captioned Jose Pinto Claro Da Fonseca Miranda v. Ideanomics, Inc., was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers. While the Company believes that the Class Action is without merit and plans to vigorously defend itself against these claims, there can be no assurance that the Company will prevail in the lawsuits. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with these litigations.

Note 19.     Concentration, Credit and Other Risks

(a) PRC Regulations 

The EV industry is relatively new in China, and the PRC government has not adopted a clear regulatory framework to regulate the industry. Therefore, there is some degree of uncertainty regarding the regulatory requirements of the PRC government in the EV industry. If the PRC government enacts new laws and regulations, or adopt new interpretations or policies with respect to the current laws and regulations, that require licenses or permits for the operation of the Company’s existing or future businesses, the Company cannot ensure that it has all the permits or licenses required for its EV business or that the Company will be able to obtain or maintain permits or licenses in a timely manner.

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(b) Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of March 31, 2020, and December 31, 2019, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, the United States, Malaysia and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

(c) Foreign Currency Risks

A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance.

Cash consist of cash on hand and demand deposits at banks, which are unrestricted as to withdrawal.

Time deposits, which mature within one year as of the balance sheet date, represent interest-bearing certificates of deposit with an initial term of greater than three months when purchased. Time deposits which mature over one year as of the balance sheet date are included in non-current assets.

Note 20. Fair Value Measurement

The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands):

	March 31, 2020
	Level I		Level II		Level III		Total
Acquisition earn-out liability1	$	-	$	-	$	1,096	$	1,096

Note

¹ This represents the liability incurred in connection with the acquisition of DBOT shares during the third quarter of 2019 and as subsequently remeasured as of March 31, 2020 as disclosed in Note 6(c).

The fair value of the acquisition earn-out liability as of March 31, 2020 and December 31, 2019 was valued using the Black-Scholes Merton method.

The following table summarizes the significant inputs and assumptions used in the model :

	March 31, 2020			December 31, 2019
Risk-free interest rate		0.1	%		1.6	%
Expected volatility		30	%		30	%
Expected term		0.08 years			0.25 years
Expected dividend yield		0	%		0	%

The significant unobservable inputs used in the fair value measurement of the acquisition earn-out liability includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

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The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands):

	Acquisition Earn-out Liability
January 1, 2020	$	7,311
Settlement		(6,747	)
Remeasurement (loss)/gain recognized in the income statement		532
March 31, 2020	$	1,096

The acquisition of Tree Technologies also resulted in an acquisition earn-out liability, initially recorded as $17.3 million and subsequently revised to $15.5 million upon the completion of acquisition accounting. As the business case upon which the acquisition earn-out liability was determined assumes that manufacturing and distribution commences in July, 2020, as of yet there have been no changes in conditions which would cause the remeasurement of this liability. Refer to Note 6(a) for additional information.

Note 21.     Subsequent Events

Standby Equity Distribution Agreement

On April 3, 2020, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). Pursuant to the SEDA, the Company will be able to sell up to $50.0 million of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at 90% of the market price, which is defined as the lowest daily volume weighted average price of the Company’s common stock during the 5 consecutive trading days commencing on the trading day immediately following the Company’s delivery of an advance notice to YA, 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 the Company’s common stock.

Pursuant to the SEDA, the Company shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction, except for a commitment fee equivalent to 1.0 million shares of Ideanomics’ common stock to be issued and offered to a subsidiary of YA, and which shares are also registered pursuant to the Company’s effective shelf registration statement on Form S-3, File No. 333- 237251.

Small Business Association Paycheck Protection Program

On April 10, 2020 the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment.

On May 1, 2020 Grapevine borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment.

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Cautionary Note Regarding Forward Looking Statements

This Form 10-Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as "may", "will", "expect", "anticipate", "estimate", "believe", "continue", or other similar words. You should read statements that contain these words carefully because they discuss the Company’s future expectations, contain projections of the Company’s future results of operations or financial condition or state other "forward-looking" information. The Company believes that it is important to communicate its future expectations to its investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for the Company’s products, and the product-development and marketing efforts of its competitors. Examples of these events are more fully described in the Company’s 2019 Form 10-K under Part I. Item 1A. Risk Factors.

Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, Current Reports on Form 8-K and all amendments to those reports.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following management’s discussion and analysis is presented in four sections as below and should be read in conjunction with the consolidated financial statements and the notes thereto and the other financial information appearing elsewhere in this report on Form 10-Q. In addition to historical information, the following discussion contains certain forward-looking information. See “Cautionary Note Regarding Forward Looking Statements” above for certain information concerning those forward-looking statements.

· Overview

· Results of Operations

· Liquidity and Capital Resources

· Outlook

OVERVIEW

Ideanomics, Inc. (Nasdaq: IDEX) was incorporated in the State of Nevada on October 19, 2004. From 2010 through 2017, the Company’s primary business activities were providing premium content video on demand (“VOD”) services, with primary operations in the People’s Republic of China (“PRC,”) through its subsidiaries and variable interest entities under the brand name You-on-Demand (“YOD”). The Company closed the YOD business during 2019.

Starting in early 2017, the Company transitioned its business model to become a next-generation financial technology (“fintech”) company. The Company built a network of businesses, operating principally in the trading of petroleum products and electronic components that the Company believed had significant potential to recognize benefits from blockchain and artificial intelligence (“AI”) technologies including, for example, enhancing operations, addressing cost inefficiencies, improving documentation and standardization, unlocking asset value and improving customer engagement. During 2018 the Company ceased operations in the petroleum products and electronic components trading businesses and disposed of the businesses during 2019. Fintech continues to be a priority for us as we look to invest in and develop businesses that can improve the financial services industry, particularly as it relates to deploying blockchain and AI technologies. As the Company looked to deploy fintech solutions in late 2018 and into 2019, management found a unique opportunity in the Chinese Electric Vehicle (“EV”) industry to facilitate large scale conversion of fleet vehicles from internal combustion engines to EV. This led the Company to establish its Mobile Energy Global (“MEG”) business unit.

Principal Factors Affecting the Company’s Financial Performance

The business is expected to be impacted by both macroeconomic and Ideanomics-specific factors. The following factors have been part of the transformation of the Company which affected the results of its operations in 2020 and 2019:

· The Company’s ability to transform the business and to meet internal or external expectations of future performance. In connection with this transformation, the Company is in the process of considerable changes, which include assembling a new management team in the United States and overseas, reconfiguring its business structure, continuing to further enhance the controls, procedures, and oversight during this transformation, and expanding the Company’s mission and business lines for continued growth. It is uncertain whether these efforts will prove beneficial or whether the Company will be able to develop the necessary business models, infrastructure and systems to support the businesses. To succeed, among other things, the Company will need to have or hire the right talent to execute the business strategy. Market acceptance of new product and service offerings will be dependent in part on management’s ability to include functionality and usability that address customer requirements, and optimally price the products and services to meet customer demand and cover costs.

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· The Company’s ability to remain competitive. The Company will continue to face intense competition: these new technologies are constantly evolving, and the Company’s competitors may introduce new platforms and solutions that are superior. In addition, the Company’s competitors may be able to adapt more quickly to new technologies or may be able to devote greater resources to the development, marketing and sale of their products than the Company can. The Company may never establish and maintain a competitive position in the hybrid financing and logistics management businesses.

· The fluctuation in earnings from the deployment of the Mobile Energy Group Services business unit through acquisitions, strategic equity investments, the formation of joint ventures, and in-licenses of technology. The Company’s results of operations may fluctuate from period to period based on the entry into new transactions to expand the business. In addition, while management intends to contribute cash and other assets to the Company’s joint ventures, the Company does not intend for its holding company to conduct significant research and development activities. The Company intends research and development activities to be conducted by its technology partners and licensors. These fluctuations in growth or costs and in the joint ventures and partnerships may contribute to significant fluctuations in the results of the Company’s operations.

Effects of COVID 19

Novel Coronavirus 2019 (“COVID 19”) is an infectious disease cause by severe acute respiratory syndrome coronavirus 2. The disease was first identified in December 2019 in Wuhan, the capital of China’s Hubei province, and has since spread globally, resulting in the ongoing COVID 19 pandemic. As of April 30, 2020, over 3.0 million cases had been reported across the globe.

The spread of COVID 19 has caused significant disruption to society as a whole, including the workplace. The resulting impact to the global supply chain has disrupted most aspects of national and international commerce, with government-mandated social distancing measures imposing stay-at-home and work-from-home orders in almost every country. The effects of social distancing has shut down significant parts of the local, regional, national, and international economies with the exception of government designated essential services.

The Company’s operations, including certain key personnel and business advisors and partners, are largely based in China, a country which was subject to a wide-ranging government shutdown as a result of the spread of COVID 19 in January 2020. Consequently, the country was effectively shuttered in the first quarter of 2020, resulting in China introducing a series of significant economic stimulus packages upon the easing of shutdown measures. The economic stimulus is designed to rebuild China’s economic infrastructure, with the expectation that it will rebound significantly in the near- to medium term.

The Company has experienced delays in the preparation and execution of certain key documents due to stay-at-home and work-from home measures which limited the Company’s abilities in these areas. As disclosed in Note 1 to the Consolidated Financial Statements, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit. However, the Company was unable to complete the preparation and execution of the necessary documents, and is therefore unable to provide a holistic accounting of this share-based compensation plan. As no share-based awards had been granted to employees or consultants as of March 31, 2020, the Company does not anticipate that the accounting for the initial plan formation will not have a material effect on its consolidated financial statements.

Additionally, the Company was unable to obtain an executed document for an investment in a subsidiary by a non-controlling shareholder made in the three months ended March 31, 2020, which is a required exhibit to this Form 10-Q. The Company anticipates that it will obtain the executed contract in the near-term, and file the required exhibit.

As a result of the overall economic condition in China in the first quarter of 2020, minimal sales of EV’s occurred during that time frame. Ideanomics’ recorded total sales in China of $0.1 million during this time frame. The Company’s expectation is that its sales would increase as China’s economy continues to improve, although the Company is a recent entrant in the EV market in China and can provide no assurances on future sales.

As disclosed in Note 3 to the Consolidated Financial Statements, as of March 31, 2020, the Company had cash and cash equivalents of $5.9 million and an accumulated deficit of $260.8 million.  Additionally, the Company has incurred losses since its inception and must continue to rely on proceeds from debt and equity issuances to pay for ongoing operating expenses in order to execute its business plan.

As a result, the Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and operations, and has been active with investors and is in ongoing discussions with both active and potential investors through the first quarter of 2020, and this activity continues. The Company does not anticipate that the COVID 19 pandemic will adversely affect its ability to raise funds in the near-term, although no assurances can be provided on this matter.

The Company does not currently anticipate that the COVID 19 pandemic will have a material adverse effect on its assets, including its long-term investments, and goodwill and other intangible assets.

Governmental and other organizations are currently forecasting a resurgence of COVID 19 later in 2020 or in the winter of 2020/2021. The impact on the Company cannot be predicted at this time, although the impact would be more adverse if any resurgence of COVID 19 were to be concentrated in Asia as compared to other parts of the world.

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Information about segments

The Company’s chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units: MEG and Ideanomics Capital. As the chief executive officer previously reviewed two operating segments separately for this purpose, the Company has changed its presentation accordingly, from two reportable segments to one reportable segment.

The segment reporting changes were retrospectively applied to all periods presented.

The Company’s Unconsolidated Equity Investments

The investments where the Company exercises significant influence, but not control, are classified as long-term equity investments and accounted for using the equity method. Under the equity method, the investment is initially recorded at cost and adjusted for its share of undistributed earnings or losses of the investee. Investment losses are recognized until the investment is written down to nil, provided that the Company does not guarantee the investee’s obligations or is committed to provide additional funding. Refer to Note 10 of the notes to unaudited consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

Taxation

United States

Ideanomics, Inc., M.Y. Products, LLC, Grapevine Logic, Inc., Delaware Board of Trade Holdings, Inc., Fintech Village, LLC and Red Rock Global Capital Ltd. are United States companies subject to the provisions of the Internal Revenue Code. No provision for income taxes has been provided as none of the companies had taxable profit since inception. At the acquisition of Grapevine Logic, Inc. in 2018, deferred tax liabilities were recorded relating to intangible assets recorded for financial reporting purposes but not recognized for income tax purposes. The intangible assets consequently could not provide deductible amortization expense for income tax purposes. The deferred tax liabilities were recorded on the acquisition to the extent that they could not be offset by usable net operating loss carryforwards acquired in the acquisition. These deferred tax liabilities were reduced, providing an income tax benefit, to the extent that the intangible assets were reduced by amortization expense and additional net operating loss carry forwards were created to offset the liabilities. These benefits amounted to $0.1 million for the three months ended March 31, 2019. Ideanomics, Inc. increased its ownership in Grapevine Logic, Inc. such that beginning with the third quarter of 2019, the result of which was that Grapevine Logic, Inc. activities would be included in the consolidated tax return of Ideanomics, Inc. As a result, the valuation allowance provided against Ideanomics, Inc.’s deferred tax assets were reduced by $0.4 million, the amount of Grapevine Logic, Inc.’s remaining deferred tax liabilities as that portion of Ideanomics Inc.’s net operating loss carryovers could now be utilized to offset these liabilities. As a result, there was no income tax or benefit for Grapevine for the three months ended March 31, 2020 and consequently U.S. income tax expense or benefit for the Company as a whole.

The Tax Cut and Jobs Act (“TCJA”) of 2017 includes provision for Global Intangible Low-Taxed Income (“GILTI”) under which taxes on foreign income are imposed on the excess of a deemed return on tangible assets of certain foreign subsidiaries. TCJA also enacted the Base Erosion and Anti-Abuse Tax (“BEAT”) under which taxes are imposed on certain base eroding payments to related foreign companies, subject to certain requirements.

Based on the results of operations for the three months ended March 31, 2020, the Company has determined that there is no GILTI nor BEAT tax liability.

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In addition, the TCJA now entitles U.S. companies that own 10.0% or more of a foreign corporation a 100.0% dividends-received deduction for the foreign-source portion of dividends paid by such foreign corporation. Also, net operating losses (“NOLs”) arising after December 31, 2017 are deductible only to the extent of 80.0% of the taxpayer’s taxable income, and may be carried forward indefinitely but generally not allowed to be carried back.

Cayman Islands and the British Virgin Islands

Under current laws of the Cayman Islands and the British Virgin Islands, the Company is not subject to tax on its income or capital gains. In addition, dividend payments are not subject to withholding tax in the Cayman Islands or British Virgin Islands.

Hong Kong

The Company’s subsidiaries incorporated in Hong Kong are subject to Profits Tax of 16.5%. $0.1 million tax expense was recorded in 2019 relating to the income on one Hong Kong subsidiary relating to a gain recorded on the sale of variable interest entity (“VIE”) related assets. All other Hong Kong subsidiaries had losses for 2019 and the resulting deferred tax assets relating to the loss carryovers were fully offset by a valuation allowance.

The People’s Republic of China

Under the PRC’s Enterprise Income Tax Law (“EIT”), the company’s Chinese subsidiaries and VIEs are subject to an EIT of 25.0%.

The Company’s future effective income tax rate depends on various factors, such as tax legislation, geographic composition of its pre-tax income and non-tax deductible expenses incurred. The Company’s management regularly monitors these legislative developments to determine if there are changes in the statutory income tax rate.

During the three months ended March 31, 2020, one of the Company’s PRC subsidiaries incurred a taxable income in the amount of $2.8 million by providing the service to another one of the Company’s PRC subsidiaries. The tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuations allowance in prior periods.  The valuations allowance was reversed as a result of this subsidiary taxable income in the amount of $0.7 million creating a deferred tax benefit offsetting the income tax expense that would otherwise have been incurred.  Other PRC entities had losses that created additional operating loss carryovers, where the related deferred tax assets were offset by a valuation allowance.

Consolidated Results of Operations

Comparison of Three Months Ended March 31, 2020 and 2019 (USD in thousands)

	Three Months Ended
	March 31, 2020			March 31, 2019			Amount Change			% Change
Revenue	$	378		$	26,946		$	(26,568	)		(99	%)
Cost of revenue		334			258			76			29	%
Gross profit		44			26,688			(26,644	)		n/m
Operating expenses:
Selling, general and administrative expenses		5,827			4,188			1,639			39	%
Professional fees		1,757			1,360			397			29	%
Impairment loss		887			-			887			n/m
Acquisition earn-out expense		532			-			532			n/m
Depreciation and amortization		476			244			232			95	%
Total operating expenses		9,479			5,792			3,687			64	%
Income (Loss) from operations		(9,435	)		20,896			(30,331	)		n/m
Interest and other income (expense):
Interest expense, net		(3,156	)		(735	)		(2,421	)		n/m
Equity in loss of equity method investees		(3	)		(280	)		277			n/m
Others		(26	)		(58	)		32			(55	%)
Earnings (Loss) before income taxes and non-controlling interest		(12,620	)		19,823			(32,443	)		n/m
Income tax benefit		-			86			(86	)		n/m
Net income (loss)		(12,620	)		19,909			(32,529	)		n/m
Net loss attributable to non-controlling interest		272			18			254			n/m
Net earnings (loss) attributable to IDEX common shareholders	$	(12,348	)	$	19,927		$	(32,275	)		n/m
Earnings (loss) per share
Basic	$	(0.08)		$	0.19			(0.27)			n/m
Diluted	$	(0.08)		$	0.18			(0.27)			n/m

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Revenues (USD in thousands)

	Three Months Ended
	March 31, 2020		March 31, 2019		Amount Change			% Change
Electric vehicles	$	55	$	-	$	55			n/m
Digital asset management services		-		26,600		(26,600	)		n/m
Other		323		346		(23)			(7)	%
Total	$	378	$	26,946	$	(26,568	)		n/m

n/m = Not Meaningful

Revenue for the three months ended March 31, 2020 was $0.4 million as compared to $26.9 million for the same period in 2019, a decrease of $26.6 million, or 99%. The decrease was mainly due to the Company’s focus on the EV business in 2020 and no revenue was generated related to digital assets management services for the three months ended March 31, 2020.

In March 2019, the Company entered into an agreement with GTD, one of the Company’s minority shareholders and strategic investors, whereby the Company provided digital asset management services. The revenue was recognized based on the progress of completion of services. The Company recognized $26.6 million for the period ended March 31, 2019 and the remaining $14.1 million was recognized in the remainder of 2019.

In the first quarter of 2020, the Company is gradually ramping up its business related to EVs and recognized $0.1 million revenue from the sales of EVs. The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions.

Cost of revenues (USD in thousands)

	Three Months Ended
	March 31, 2020		March 31, 2019		Amount Change		% Change
Electric vehicles	$	2	$	-	$	2		n/m
Other		332		258		74		29	%
Total	$	334	$	258	$	76		29	%

Cost of revenues was $0.3 million for the three months ended March 31, 2020, as compared to $0.3 million for the three months ended March 31, 2019.

The majority of the cost associated with digital asset management services had already been incurred in 2018. In 2018, due to the uncertainty associated with the future economic benefits when such costs were incurred, the Company expensed those costs during 2018.

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Gross profit (USD in thousands)

	Three Months Ended
	March 31, 2020		March 31, 2019		Amount Change			% Change
Electric vehicles	$	53	$	-	$	53			n/m
Digital asset management services		-		26,600		(26,600	)		n/m
Other		(9)		88		(97)			n/m
Total	$	44	$	26,688	$	(26,644	)		n/m

Gross profit ratio

	Three Months Ended
	March 31, 2020			March 31, 2019
Electric vehicles		96	%		-
Digital asset management services		-			100	%
Other		(3)	%		26	%
Total		12	%		99	%

Gross profit for the three months ended March 31, 2020 was $44,000, as compared to gross profit in the amount of $26.7 million during the same period in 2019. The gross profit ratio for the three months ended March 31, 2020 was 12%, while in 2019, it was 99%.  The decrease was mainly due to: 1) digital asset management service revenue recognized in 2019 has higher gross margin than the gross margin in EVs; and 2) the negative gross margin from the Delaware Board of Trade (“DBOT”) business for the three months ended March 31, 2020 due to the business is still in development stage.

Selling, general and administrative expenses

Selling, general and administrative expenses for the three months ended March 31, 2020 was $5.8 million as compared to $4.2 million for the same period in 2019, an increase of $1.6 million or 39%. The majority of the increase was due to

· an increase of $2.0 million in share-based compensation expense

· an increase of $0.3 million in salary and employee benefits expenses resulting from the acquisition of DBOT and Tree Technology in late 2019, partially offset by

· a decrease of $0.8 million in severance payments made in 2019 to the former Chief Executive Officer, former Chief Investment Officer and former Chief Strategy Officer

Professional fees

Professional fees are generally related to public company reporting and governance expenses as well as legal fees related to business transition and expansion. Professional fees for the three months ended March 31, 2020 were $1.8 million as compared to $1.4 million for the same period in 2019, an increase of $0.4 million. The increase was related to an increase in legal, valuation, audit and tax as well as fees associated with establishing the MEG operation, continuing to build out our technology ecosystem and Ideanomics Capital, and also establishing strategic partnerships and merger and acquisition activity for these business units.   

Impairment loss

The Company recorded $0.9 million impairment of DBOT right of use assets because the Company ceased to use the office and vacated the space on March 31, 2020.

Acquisition earn-out expense

The acquisition earn-out expense of $0.5 million represents the remeasurement of the contingent consideration payable to the former DBOT shareholders.

Depreciation and amortization

Depreciation and amortization for the three months ended March 31, 2020 was $0.5 million as compared to $0.2 million for the same period in 2019, an increase of $0.3 million. The increase was mainly due to the increase in amortization expense from intangible assets acquired in the third quarter of year 2019.

Interest expense, net

Interest expense increased $2.5 million to $3.2 million for the three months ended March 31, 2020, from $0.7 million during the same period of 2019. The interest expense increase during 2020 was primarily due to the amortization of beneficial conversion features and the interest associated with convertible notes issued in 2019. The following table summarizes the breakdown of the interest expense (in thousands):

37

	Three Months Ended
	March 31, 2020		March 31, 2019
Interest, net	$	443	$	295
Amortization of beneficial conversion feature		2,713		440
Total	$	3,156	$	735

Equity in loss of equity method investees

Equity in loss of equity method investees decreased $0.3 million for the three months ended March 31, 2020 in comparison to the same period of 2019 as DBOT was an equity method investment until July 2019, at which date the Company increased its ownership to 99.0% and consolidated DBOT.

Income tax expense

As of March 31, 2020, the Company had $88.2 million of the U.S domestic cumulative tax loss carryforwards and $29.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. No U.S. tax loss would be expired after 2017 based on new Tax Law. These PRC tax loss carryforwards will expire beginning year 2020 to year 2024.

During the three months ended March 31, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

During the three months ended March 31, 2019, the Company recorded an income tax benefit of $0.1 million which consisted of a $4.7 million expense related to current operations and a $4.8 million benefit from a reduction in the beginning of the year deferred tax valuation allowance. This resulted in an effective tax rate of (1%). The effective tax rate for the three months ended March 31, 2019 differs from the U.S. statutory tax rate primarily due to the effect of taxes on foreign earnings, non-deductible expenses and the reduction in the beginning of the year deferred tax valuation allowance. 

There was no identified unrecognized tax benefit as of March 31, 2020 and December 31, 2019. 

Net loss attributable to non-controlling interest

Net loss attributable to non-controlling interests was $0.3 million for the three months ended March 31, 2020 compared to a net loss of $17,761 in 2019. The loss is primarily due to net loss from our joint ventures formed and acquired in late 2019.

38

Liquidity and Capital Resources

A majority of the Company’s operating transactions are denominated in RMB and a significant portion of the Company’s assets and liabilities are denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance.

As of March 31, 2020, the Company had cash of $5.9 million. On that date, $2.0 million was held in the Company’s Hong Kong, U.S. Malaysia, and Singapore entities and $3.9 million was held in the Company’s PRC entities. The Company does not consider cash balances held in the PRC to be available for use outside of the PRC. The Company’s operations outside of the PRC will continue to be dependent upon access to debt and equity funding raised outside of the PRC. There is no guarantee that debt and equity funds will be available to the Company when they are required.

As a broker-dealer, DBOT has minimum capital requirements. DBOT had cash of $0.3 million as of March 31, 2020, which was necessary for DBOT to meet its minimum capital requirements. The Company consolidates a 51.0% joint venture which is based in Singapore. This joint venture had cash of $0.6 million as of March 31, 2020. The agreement of the Company’s joint venture partner is required prior to disbursement of this joint venture’s funds.

The following table provides a summary of net cash flows from operating, investing and financing activities (in thousands):

	Three Months Ended
	March 31, 2020			March 31, 2019
Net cash used in operating activities	$	(3,858	)	$	(4,771	)
Net cash used in investing activities		(15	)		(1,200	)
Net cash provided by financing activities		7,148			4,860
Effect of exchange rate changes on cash		6			17
Net increase/(decrease) in cash and cash equivalents		3,281			(1,094	)
Cash and cash equivalents at beginning of period		2,633			3,106
Cash and cash equivalents at end of period	$	5,914		$	2,012

Operating Activities 

Cash used in operating activities decreased by $0.9 million for the three months ended March 31, 2020 compared to the same period in 2019, primarily due to: (1) an decrease in operating results from net gain $19.9 million in the first quarter of 2019 to net loss $12.6 million in the first quarter of 2020, (2) total non-cash adjustments increase (decrease) to net income (loss) was $7.3 million and $(25.1) million for the three months ended March 31, 2020 and 2019, respectively; and (3) total changes in operating assets and liabilities resulted in an increase of $1.5 million and of $0.4 million in cash used in operations activities for the three months ended March 31, 2020 and 2019, respectively.

Investing Activities

Cash used in investing activities decreased by $1.2 million, primarily due to costs incurred for Fintech Village of $0.6 million and acquisitions of long-term investments of $0.6 million for the three months ended March 31, 2019.

Financing Activities

The Company received $2.0 million from the issuance of convertible notes, $1.0 million from the exercise of warrants, and $7.1 million from noncontrolling shareholders contribution, and made repayment of $3.0 million to related parties for the three months ended March 31, 2020. While in the same period in 2019, the Company received $2.1 million from the issuance of convertible notes and $2.5 million in proceeds in a private placement from the issuance of restricted shares for the three months ended March 31, 2019, to certain investors, including officers, directors and other affiliates.

The Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and operations. 

Although the Company may attempt to raise funds by issuing debt or equity instruments, in the future additional financing may not be available to the Company on terms acceptable to the Company or at all or such resources may not be received in a timely manner. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or to discontinue certain operations, scale back or discontinue the development of new business lines, reduce headcount, sell assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose their entire investment in the Company.

39

The Company’s independent registered public accounting firm’s report of the financial statements for year ended December 31, 2019, contained an explanatory paragraph regarding the Company’s ability to continue as a going concern. 

Effects of Inflation

Inflation and changing prices have had an effect on the business and management expects that inflation or changing prices could materially affect the business in the foreseeable future. Company management will closely monitor the price changes and make efforts to maintain effective cost control in operations.

Off-Balance Sheet Arrangements

Off-balance sheet arrangements are obligations the Company has with nonconsolidated entities related to transactions, agreements or other contractual arrangements.

The Company does not have other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital expenditures or capital resources that is material to an investor in its securities.

Contractual Obligations and Commitments

The tabular presentation of contractual obligations is not required for Smaller Reporting Companies.

Seasonality

The Company’s MEG division operates in the market for fleet sales of commercial EVs and the Company expects that orders and sales will be influenced by the amount and timing of budgeted expenditure by its customers. Typically, the Company would expect to see higher sales at the start of the year when companies start executing on their capital programs and at the end of the year when companies are spending any surplus or uncommitted budget before the new budget cycle commences. The Company’s MEG business unit is building out its network and has not generated sufficient orders to allow it to establish with any degree of certainty an expected pattern of seasonality.

OUTLOOK

The Company anticipates that its MEG business unit will be the largest contributor to revenues in 2020. The rate at which the MEG business unit grows is highly correlated with the development of financing structures for fleet purchases of commercial EVs and the speed at which business in the PRC and the rest of Asia returns to pre Covid-19 levels.

The Company will continue to seek ways to deploy its DBOT Alternative Trading System (“ATS”) as a platform for the issuance of digital securities and tokens, trading of commodities and origination and distribution of private placements. The Company does not anticipate that DBOT will generate material amounts of revenue in 2020 due to the developmental stage the business is in.

Environmental Matters

The Company is subject to various federal, state and local laws and regulations governing, among other things, hazardous materials, environmental contamination and the protection of the environment. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. The Company may also incur fines and penalties from time to time associated with noncompliance with such laws and regulations. In 2018, the Company accrued $8.0 million accrued for asset retirement obligations, which are related to the legal contractual obligation in connection with the acquisition of Fintech Village.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 2 to the Consolidated Financial Statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Company is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and is not required to provide the information under this item.

40

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2020. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2020, which have materially affected or would likely materially affect our internal control over financial reporting. The Company continues to invest resources in order to upgrade internal controls.

41

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

For a description of the Company’s legal proceedings, see Note 18, Commitments and Contingencies, to the Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in the 2019 Form 10-K which could materially affect the Company’s business, financial condition or future results. The risks described in the 2019 Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to management or that management currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition or future results.

Item 2. Unregistered Sales of Sales of Equity Securities and Use of Proceeds

There were no unregistered sales of equity securities during the fiscal quarter ended March 31, 2020, other than those that were previously reported in the Company’s Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities

There were no defaults upon senior securities during the fiscal quarter ended March 31, 2020.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

On May 10, 2012, at the request of Wecast Network, Inc. (the “Company’), Mr. McMahon made a loan to the Company in the amount of $3,000,000. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the principal amount of $3,000,000, as amended on May 18, 2012, October 19, 2012, May 10, 2013, January 31, 2014, December 30, 2014, December 31, 2016, November 9, 2017 and May 7, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “McMahon Note”).

On May 9, 2020, the Company and Mr. McMahon entered into Amendment No. 9 to the McMahon Note pursuant to which the McMahon Note will be, at Mr. McMahon’s option, payable on demand or convertible on demand into shares of the Company’s Series E Preferred Stock, provided that the Note will no longer be convertible into Series E Preferred Stock upon the conversion of the Series E Preferred stock owned by C Media into the Company’s Common Stock (pursuant to which all Series E Preferred Stock will be automatically converted) but then convertible only into Common Stock at a conversion price of $1.50, until December 31, 2022.

The foregoing description of Amendment No. 9 to the McMahon Note is qualified in its entirety by reference to the actual Amendment No. 9 to the McMahon Note, a copy of which is filed as Exhibit 10.1 to this Form 10-Q.

Item 6. Exhibits

Exhibit
No.	Description
10.1	Amendment No. 9 to Convertible Promissory Note in $3,000,000 principal amount issued to Shane McMahon*
10.2	Strategic Coorperation agreement between Qingdao Chengyang Xingyang Development and Investment Co., Ltd., Beijing Seven Star Global Culture Development Co., Ltd. and Ideanomics.*
10.3	Convertible Note, dated February 14, 2020, in the amount of $2,000,000 with YA II PN, Ltd.*
10.4	Convertible Note, dated December 31, 2019, in the amount of $1,000,000 with YA II PN, Ltd.*
31.1	Certifications of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
31.2	Certifications of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
32.2	Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**
101.INS	XBRL Instance Document
101.SCH	Taxonomy Extension Schema Document
101.CAL	Taxonomy Extension Calculation Linkbase Document
101.DEF	Taxonomy Extension Definition Linkbase Document
101.LAB	Taxonomy Extension Label Linkbase Document
101.PRE	Taxonomy Extension Presentation Linkbase Document

*Filed herewith

**Furnished herewith

42

SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on May 11, 2020.

IDEANOMICS, INC.

By:	/s/ Conor McCarthy
	Conor McCarthy
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

43

EX-10.1

Exhibit 10.1

IDEANOMICS, INC.

AMENDMENT NO. 9 TO

CONVERTIBLE PROMISSORY NOTE

This AMENDMENT NO. 9 TO CONVERTIBLE PROMISSORY NOTE (the “Amendment”), effective as of May 9, 2020 (the “Effective Date”), is by and among IDEANOMICS, INC., a Nevada corporation (the “Company”), and SHANE MCMAHON (the “Payee”).

WHEREAS, the Company and the Payee are parties to that certain Convertible Promissory Note of the Company, dated as of May 10, 2012, as amended as of May 18, 2012, as of October 19, 2012, as of May 10, 2013, as of January 31,2014, as of December 30, 2014, as of December 31, 2016, as of November 9, 2017 and as of May 7, 2019 in principal amount of $3,000,000.00 (the “Note”); and

WHEREAS, the Company and the Payee desire to amend the Note as provided herein;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Effective as of the Effective Date, Section 2(a) of the Note shall be deleted in its entirety and, in lieu thereof, the following new Section 2(a) is inserted:

Payments. Unless earlier converted into Common Stock at a conversion price of $1.50 per share, the Principal Amount and all accrued interest on this Note shall be due and payable to Payee by wire transfer of immediately available Funds upon written demand by the Payee at any time following the date hereof through December 31, 2022 (the “Maturity Date”)

2. Except as expressly amended by this Amendment, the terms and conditions of the Note are hereby confirmed and shall remain in full force and effect without impairment or modification.

3. This Amendment shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

4. This Amendment may be executed electronically via email or facsimile and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this Amendment effective as of the day and year first above written.

IDEANOMICS, INC.
By:
	Name: Alf Poor
	Title: Chief Executive Officer

[Signature Page to Shane McMahon Promissory Note Amendment]

SHANE MCMAHON

Shane McMahon

[Signature Page to Shane McMahon Promissory Note Amendment]

EX-10.2

Exhibit 10.2

Qingdao Chengyang Xingyang Development and Investment Co., Ltd.

and

Sun Seven Star Investment Group Co., Ltd.

Beijing Seven Star Global Culture Development Co., Ltd.

Ideanomics, lnc.

Supplementary Agreement for Project Cooperation

December 2019

- 1 -

 
Supplementary Agreement for Project Cooperation

Party A: Qingdao Chengyang Xingyang Development and Investment Co., Ltd.

Party B: Sun Seven Star Investment Group Co., Ltd.

                 Beijing Seven Star Global Culture Development Co., Ltd.

Party C: Ideanomics,lnc.

Given:

1. Located in the geometric center of the "Greater Qingdao Area", Chengyang District is a comprehensive land and air transportation hub of Qingdao. The transportation in the area is highly developed with obvious industrial advantages. It is the central area of ​​the north shore of Jiaozhou Bay, which is developed based on advanced manufacturing industries and is led by strategic emerging industries, along with a renowned leading living environment for residents.

2. Party B Sun Seven Star Investment Group (referred to as "Sun Seven Star") and its subsidiary company Beijing Seven Star Global Cultural Development Co., Ltd. is one of the largest privately diversified media investment groups in China, with operations in 10 major cities worldwide.

3. Party A and B signed the "Project Cooperation Agreement" on December 31^st, 2019, on that the party designated by Party B and Party A to jointly invest in the establishment of a project company to work collaboratively in the clean energy sector.

4. Party C is a NASDAQ-listed company (NASDAQ code: IDEX). It is a global enterprise dedicated to promote the electrification transformation of commercial vehicles and the green financial technology revolution.

- 2 -

In order to implement Shandong Province's major development plan on the replacement of old with new engines energy, based on the development advantages and industrial characteristics of Chengyang District, leverage Party B's resource advantages, industrial advantages, technological advantages and capital advantages, attract new energy enterprises to settle in Chengyang and speed up Chengyang's industrial upgrading iteration and the conversion of old and new engines energy, all parties, in accordance with national laws and regulations and local policies, after friendly consultations, have reached an agreement on the establishment of a clean energy company in Chengyang, hereby signing this supplementary cooperation agreement.

Article 1. The Principle of Cooperation

According to the development landscape of Chengyang District’s economic development and the comprehensive urban plan, in combination with the development strategies of Party B and Party C, all parties intend to cooperate in the clean energy sector on the basis of legal compliance, equality, voluntary, mutually beneficial and rapid growth. Cooperation will further promote the development of the new engines energy industry in Chengyang District and the improvement of the strengths of parties A, B, and C to achieve a win-win situation.

Article 2. Cooperation Content

1 lean energy sector. Party B appoints Party C to be fully responsible for the cooperation with Party A in the clean energy business, including but not limited to the overall execution and operation of the follow-up business. Mainly to build mobile energy and the blockchain graphene trading platform (the next step is to designate the main body of Party B to be responsible for the additional implementation of the energy storage management company after the completion of the Three Gorges Energy Program). It is planned to register and implement in December 2019, launch officially in January 2020, with expected annual sales revenue to exceed CNY 70 billion.

- 3 -

2 Each party agrees to use the joint venture company jointly established by both Party C's designated subsidiary company (Qingdao Mobo New Energy Automobile Sales Co., Ltd.) and Party A's shareholder Qingdao Chengyang Development and Investment Group Co., Ltd. as the project company agreed in this agreement: Qingdao Chengyang Mobo New Energy Automobile Sales Service Co., Ltd. Party A will be responsible for coordinating Qingdao Chengyang Development and Investment Group Co., Ltd. in accordance with this agreement to handle the equity change.

Article 3. Main Measures

1. Party A's Support and Assistance

1) Party A pays registered capital of CNY 200 million in installments, accounting in total of 10% of the equity holding of the project company. No later than January 20^th, 2020, Party A shall pay the first installment of CNY 50 million registered capital; once the project has officially put into operation, Party A shall pay the registered capital of CNY 50 million installments whenever sales or market value reaches CNY 10 billion (whichever comes first ), and after the project sales or the market value reaches CNY 30 billion (whichever comes first). Party A ’s registered capital of CNY 200 million should be fully paid.

- 4 -

The sales mentioned above shall be subject to the audited financial report of the project company, that is, the date on which the corresponding audit report is issued shall be the date on which the project company's sales are realized. The market value mentioned above is calculated according to one of the following methods:

a. The effective listing price or quotation on the stock exchange, that is, the date on which the listing or quotation is made, is the date of realization.

b. The actual transaction price of selling all or part of the project company’s equity held by Party A to a third party at that time shall be the date of realization of the relevant agreement; the third party mentioned in this paragraph shall not be under the control of Party A or Party B’s enterprise;

c. At that time, the actual price of the third party investor ’s capital increase to the project company shall be the date of realization of the relevant agreement; the third party mentioned in this paragraph shall not belong to the enterprise controlled by Party A or Party C at that time.

2) After Party A starts to hold shares of the clean energy project company, it will participate in important meetings of the project company and make decisions on major issues to ensure the right to know the company's production and operation. After the company has been operating for one year, Party A can choose to sell part of its equity to future institutional investors, or can choose to continue to hold it. Party A can withdraw completely after three years of shareholding, and the shares should be bought back by Party C or any party designated by Party C. The total amount of Party A's withdrawal should not be higher than Party A's principal plus interest (annual interest 6%, interest in this agreement refers to simple interest, the same below), that is, Party A's withdrawal amount = total principal + annual interest 6%- total dividends by each project company paid to Party A.

- 5 -

3) Party A assists Party B and Party C to provide office space for landing projects and ensures that the space meets the basic office conditions.

4) Party A assists in seeking relevant national, provincial, and municipal support policies, and grants current preferential policies of Chengyang District upon laws and regulations.

2. Party C's Service and Support

1) Party C promises: The clean energy project will be registered and kicked off in December 2019 and will officially start operations in January 2020; Party C will make reasonable commercial efforts to accomplish the sales target agreed in Article 2. If the sales target is not met, Party A will no longer pay the remaining registered capital. The funds invested in the previous period, confirmed by Party A and Party C, shall be bought back by Party C or its designated party within 6 months after Party A ’s written notice. The total amount of Party A's withdrawal should not be higher than Party A's principal plus interest (6% per annum), that is, Party A's withdrawal amount = total principal + 6% per annum-each total amount of dividends that has submitted to Party A by each project company.

2) Before the listing of the clean energy project, if Party A plans to transfer the shares, after the mutual written confirmation of both parties, Party C promises to repurchase part or all of the shares that Party A plans to transfer, the total amount of Party A's withdrawal should not be higher than Party A's principal plus interest (6% per annum), that is, Party A's withdrawal amount = total principal + 6% per annum-each total amount of dividends that has submitted to Party A by each project company.

- 6 -

3) In order to ensure the safety of the funds invested by Party A, Party C provides a guarantee recognized by Party A for the funds invested by Party A. Party C should provide guarantor recognized by Party A, otherwise the cooperation agreement will not take effect. The guarantor will provide guarantee that the Party C promises to provide repurchase of Party A's invested capital in the form of principal plus interest. Each party shall sign a separate written guarantee agreement as a supplement to this agreement.

4) Party C promises that the joint venture company will pay dividends to Party A at 6% per annum.

5) After the clean energy project has benefited from the policy incentive funds allocated by the government, Party A withdraws the investment amount paid in advance in equal amounts in accordance with the principle of equal withdrawal priority.

Article 4. Cooperation Mechanism

In order to expand cooperation channels and ensure the effectiveness of cooperation, each party set up a project promotion working group to coordinate and deal with the difficulties and problems arising from the cooperation, and jointly promote the implementation of specific projects. The Chengyang District government of Qingdao has designated Chengyang sub-district office to be responsible for communication, liaison, coordination and other specific cooperation matters with the project party.

- 7 -

Article 5. Other Terms

1. The content of the clean energy sector involved in the original "Project Cooperation Agreement" signed by Party A and Party B and all rights and obligations of Party B shall be inherited by Party C.

2. Each party undertakes to have strict confidentiality obligations for the other party's information, state secrets, business secrets and other information that are known or obtained from each other during the cooperation process, and may not be disclosed to any third party without the other party's written permission. Except as otherwise provided by laws and regulations.

3. For matters not covered in this agreement, the parties may sign a supplementary agreement in writing, and the supplementary agreement signed shall have the same legal effect as this agreement.

4. In case of adjustments to laws, regulations or policies, the relevant contents of this agreement shall be adjusted or changed. If one or all parties cannot continue to execute this agreement due to force majeure, the execution of this agreement shall be terminated. The termination of the agreement shall not affect the execution of the specific cooperation agreements signed during the validity period.

5. If there is a dispute between the parties during the implementation of this agreement, the parties shall settle the dispute through friendly consultation. If no settlement can be reached through consultation, the parties agree to resolve the case through the people ’s court with jurisdiction in the place where Party A is located.

6. This agreement is made in eight copies, each party holds two copies, and it is effective from the date of signature and official seal of the representatives of each party. It is valid for three years.

(No text below)

- 8 -

Singing Page:

Party A: Qingdao Chengyang Xingyang Development and Investment Co., Ltd.

Representative (Signature):

Party B: Sun Seven Star Investment Group Co., Ltd.

Representative (Signature):

Beijing Seven Star Global Culture Development Co., Ltd.

Representative (Signature):

Party C: Ideanomics,lnc.

Representative (Signature):

December 31, 2019

- 9 -

EX-10.3

Exhibit 10.3

EXECUTION COPY

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

IDEANOMICS, INC.

Secured Convertible Debenture

Face Amount: $2,000,000

Purchase Price: $1,920,000

Debenture Issuance Date: February 14, 2020

Debenture Number: IDEX-3

FOR VALUE RECEIVED, IDEANOMICS, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Securities Purchase Agreement dated December 13, 2019, (the “Securities Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached thereto. Certain capitalized terms used herein are defined in Section 16. For the avoidance of doubt, the Issuance Date is the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture. This Debenture is being issued in connection with the Second Closing Date (as such term is defined in the Securities Purchase Agreement).

(1)GENERAL TERMS

(a)Maturity Date. The “Maturity Date” shall be December 31, 2020, as may be extended at the option of the Holder.

(b)Interest Rate and Payment of Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 4% (“Interest Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

(c)Security. This Debenture is secured by a grant of a security interest and a mortgage as set forth in the Securities Purchase Agreement.

(d)Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) a portion or all amounts outstanding under this Debenture prior to the Maturity Date as described in this Section; provided that the Company provides each Buyer with at least 15 Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption and the VWAP of the Company’s Common Stock over the 10 Business Days’ immediately prior to the Redemption Notice is less than the Fixed Conversion Price. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Convertible Debentures to be redeemed (principal plus accrued but unpaid interest through the date of redemption), plus a redemption premium equal to 15% of the amount being redeemed (collectively, the amount being redeemed plus the redemption premium is the “Redemption Amount”). The Optional Redemption shall be consummated by a wire transfer by the Company to the Holder of the Redemption Amount (or such lesser amount, if the Holder has converted any part of this Debenture during the 15-Business Day notice period specified herein) on the first Business Day following the expiration of the 15-Business Day notice period specified herein. The Holder may convert all or any part of this Debenture after receiving a Redemption Notice, in which case the Redemption Amount shall be reduced by the amount so converted.

(2)EVENTS OF DEFAULT.

(a)An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i)the Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture or any other Transaction Document within fifteen (15) Business Days after such payment is due;

(ii)The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;

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(iii)The Company or any subsidiary of the Company shall default beyond applicable grace and cured periods in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable and such default is not thereafter cured within fifteen (15) Business Days, except for the DBOT lease;

(iv)The Common Stock shall cease to be quoted or listed for trading, fail to have a bid price or VWAP, or fail to maintain a trading market on any Primary Market, for a period of 10 consecutive Trading Days;

(v)The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 16) unless in connection with such Change of Control Transaction this Debenture is retired;

(vi)the Company's (A) failure to cure a Conversion Failure by delivery of (I) the required number of shares of Common Stock or (II) the Buy-In Price within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debentures, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 3(c);

(vii)The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days after such payment is due;

(viii)The Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction Document (as defined in Section 16) which is not cured within the time prescribed.

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(ix)any Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.

(b)During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election given by notice pursuant to Section 6, immediately due and payable in cash. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture (subject to the beneficial ownership limitations set out in Section 3(d)) at any time after (x) an Event of Default (provided that such Event of Default is continuing) or (y) the Maturity Date at the Default Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(3)CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth in this Section 3.

(a)Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Rate (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(i)“Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(b)“Conversion Price” means, as of any Conversion Date (as defined below) the lower of (a) $1.50 (the “Fixed Conversion Price”) or (b) 90% of the lowest daily VWAP as reported by Bloomberg, LP for the 10 trading consecutive Trading Days immediately (as defined herein) preceding the Conversion Date (the “Variable Conversion Price,” and together with the Fixed Conversion Price, the “Conversion Price”). The Variable Conversion Price shall be subject to a minimum price of $1.00 per share (the “Floor Price”). The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

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(c)Mechanics of Conversion.

(i)Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile with confirmation of delivery (or otherwise deliver by method set forth in Section 6(A)(i) or (ii)), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3^rd) Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

(ii)Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

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(iii)Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.

(d)Limitations on Conversions.

(i)Conversions Below the Fixed Conversion Price. Absent an Event of Default or the Company’s prior consent, the Holder may not convert more than $600,000 (of Principal, Interest or both) of this Debenture during any calendar month.

(ii)Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture or receive shares of Common Stock as payment of Interest hereunder to the extent that after giving effect to such conversion or receipt of such Interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority, responsibility and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

(e)Other Provisions.

(i)The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt by the Company of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.

(ii)All calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.

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(iii)The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of Interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of Interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.

(iv)Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(v)Conversion Costs. The Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale of Underlying Shares of Common Stock (provided that the Company has first had the opportunity to obtain such a legal opinion on behalf of the Holder). The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.

(4)Adjustments to Conversion Price

(a)Adjustment to Fixed Conversion Price. Except in the case of an event described in either Section 4(c) or Section 4(d), if the Company shall, at any time or from time to time after the date hereof, issue or sell, or in accordance with Section 4(b) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Fixed Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), except for Excluded Securities, then immediately upon such issuance or sale (or deemed issuance or sale), the Fixed Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Fixed Conversion Price equal to the quotient obtained by dividing:

(i)the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Fixed Conversion Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

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(b)Effect of Certain Events on Adjustment to Conversion Price. For purposes of determining the adjusted Conversion Price under Section 4(a) hereof, the following shall be applicable:

(i)Issuance of Options. If the Company shall, at any time or from time to time after the Issuance Date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section (4)(b)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Fixed Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Fixed Conversion Price under Section 4(a), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section (4)(b)(iii), no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(ii)Issuance of Convertible Securities. If the Company shall, at any time or from time to time after the Issuance Date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(b)(v)) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities is less than the Fixed Conversion Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price pursuant to Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Section (4)(b)(iii), (A) no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities and (B) no further adjustment of the Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Conversion Price have been made pursuant to the other provisions of this Section (4)(b).

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(iii)Change in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or receivable by the Company as consideration for the granting or sale of any Options or Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof, (B) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof, (C) the rate at which Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock issuable in connection with any Options referred to in Section (4)(b)(i) hereof or any Convertible Securities referred to in Section (4)(b)(ii) hereof, then (whether or not the original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Fixed Conversion Price pursuant to this Section 4) the Fixed Conversion Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the Fixed Conversion Price which would have been in effect at such time pursuant to the provisions of this Section 4 had such Options or Convertible Securities still outstanding provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment the Fixed Conversion Price then in effect is reduced, and the number of shares of Common Stock obtainable upon conversion of this Debenture will be proportionately adjusted or readjusted.

(iv)Treatment of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made pursuant to this Section 4 (including without limitation upon the redemption or purchase for consideration of all or any portion of such Option or Convertible Security by the Company), the Conversion Price then in effect hereunder shall forthwith be changed pursuant to the provisions of this Section 4 to the Fixed Conversion Price which would have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior to such expiration or termination, never been issued.

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(v)Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section (4)(b), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities shall be determined in good faith by the Board of Directors of the Company, which shall be final and binding, absent manifest error.

(vi)Record Date. For purposes of any adjustment to the Fixed Conversion Price or the number of shared of Common Stock issuable upon conversion of this Debenture in accordance with this Section 4, in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vii)Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof or the transfer of such shares among the Company and its wholly-owned subsidiaries) shall be considered an issue or sale of Common Stock for the purpose of this Section 4.

(c)Adjustment of Fixed Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Fixed Conversion Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock obtainable upon conversion of this Debenture will be proportionately increased. If the Company at any time after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, any Fixed Conversion Price in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock issuable upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 4(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

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(d)Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder's option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Debenture.

(e)Notification of Adjustment. Whenever the Conversion Price is adjusted pursuant to Section 4 hereof, the Company shall promptly send the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(5)REISSUANCE OF THIS DEBENTURE.

(a)Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 5(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less then the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section 5(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

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(b)Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 5(d)) representing the outstanding Principal.

(c)Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 5(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d)Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 5(a) or Section 5(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(6)NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by e-mail. The addresses and email addresses for such communications shall be:

If to the Company, to: Ideanomics, Inc. 55 Broadway, 19^th Floor New York, New York 10006 Telephone: 212-206-1216
Attention:  Chief Executive Officer
E-Mail:  apoor@ideanomics.com

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With Copy to:	Ruskin Moscou Faltischek, P.C. 1425 RXR Plaza East Tower, 15th Floor Uniondale, New York 11556 Telephone: 516-663-6514 Attention: Gavin C. Grusd, Esq. E-Mail: ggrusd@rmfpc.com
If to the Holder:	YA II PN, Ltd c/o Yorkville Advisors Global, LLC 1012 Springfield Avenue Mountainside, NJ 07092 Attention: Mark Angelo Telephone: 201-985-8300 Email: Legal@yorkvilleadvisors.com

or at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated upon sending the e-mail or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(7)Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company.

(8)This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

(9)After the Issuance Date, without the Holder’s consent, the Company will not and will not permit any of their subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior in any respect to the obligations of the Company under this Debenture.

(10)This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Courts of the State of New York sitting in New York County, New York and the U.S. District Court for the Southern District of New York sitting in New York County, New York in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

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(11)If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(12)Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(13)If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(14)Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(15)THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

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(16)CERTAIN DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:

(a)“Bloomberg” means Bloomberg Financial Markets.

(b)“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.

(c)“Change of Control Transaction” means the occurrence of (a) an acquisition after the Issuance Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the Issuance Date (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the Issuance Date), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction under this provision.

(d)“Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which the Common Stock is then listed as quoted by Bloomberg.

(e)“Common Stock Deemed Outstanding” means, at any given time, the sum of (1) the number of shares of Common Stock actually outstanding at such time, plus (2) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (3) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries.

(f)“Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

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(g)“Commission” means the Securities and Exchange Commission.

(h)“Common Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(i)“Default Conversion Price” means the lower of (i) $1.00 or (ii) 60% of the lowest closing bid prices during the 20 consecutive Trading Days immediately preceding the applicable date of determination.

(j)“Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k)“Excluded Securities” means, (1) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date prior to date of the Securities Purchase Agreement, provided that the terms of such right, option, obligation or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement, and (2) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of this Debenture or Other Debenture or exercise of Common Stock purchase warrants issued to the Holder or any holder of Other Debentures.

(l)“Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

(m) “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

(n)“Other Debentures” means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(o) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

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(p)“Primary Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, or the OTC QB, and any successor to any of the foregoing markets or exchanges.

(q)“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(r)“Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

(s)“Transaction Documents” shall have the meaning set forth in the Securities Purchase Agreement.

(t)“Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

(u)“VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported by Bloomberg LP through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg.

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IN WITNESS WHEREOF, the Company has caused this Secured Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:

IDEANOMICS, INC.

By:  

Name:

Title:

EXHIBIT I
CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Debenture)

TO:

The undersigned hereby irrevocably elects to convert $ of the principal amount of Debenture No. IDEX-1 into Shares of Common Stock of Ideanomics, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Conversion Amount to be converted:	$
Conversion Price:	$
Number of shares of Common Stock to be issued:
Please issue the shares of Common Stock in the following name and to the following address:
Issue to:
Authorized Signature:
Name:
Title:
Broker DTC Participant Code:
Account Number:

EX-10.4

Exhibit 10.4

NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

IDEANOMICS, INC.

Secured Convertible Debenture

Face Amount: $1,000,000

Purchase Price: $960,000

Debenture Issuance Date: December 31, 2019

Debenture Number: IDEX-2

FOR VALUE RECEIVED, IDEANOMICS, INC., a Nevada corporation (the “Company”), hereby promises to pay to the order of YA II PN, LTD., or its registered assigns (the “Holder”) the amount set out above as the Principal Amount (as reduced pursuant to the terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity Date (as defined below), acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”) on any outstanding Principal at the applicable Interest Rate from the date set out above as the Debenture Issuance Date (the “Issuance Date”) until the same becomes due and payable, whether upon an Interest Date (as defined below), the Maturity Date or acceleration, conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Secured Convertible Debenture (including all debentures issued in exchange, transfer or replacement hereof, this “Debenture”) was originally issued pursuant to the Securities Purchase Agreement dated December 13, 2019, (the “Securities Purchase Agreement”) between the Company and the Buyers listed on the Schedule of Buyers attached thereto. Certain capitalized terms used herein are defined in Section 16. For the avoidance of doubt, the Issuance Date is the date of the first issuance of this Debenture regardless of the number of transfers and regardless of the number of instruments, which may be issued to evidence such Debenture. This Debenture is being issued in connection with the Second Closing Date (as such term is defined in the Securities Purchase Agreement).

(1) GENERAL TERMS

(a) Maturity Date. The “Maturity Date” shall be December 31, 2020, as may be extended at the option of the Holder.

(b) Interest Rate and Payment of Interest. Interest shall accrue on the outstanding principal balance hereof at an annual rate equal to 4% (“Interest Rate”). Interest shall be calculated on the basis of a 365-day year and the actual number of days elapsed, to the extent permitted by applicable law.

(c) Security. This Debenture is secured by a grant of a security interest and a mortgage as set forth in the Securities Purchase Agreement.

(d) Redemption. The Company shall have the right, but not the obligation, to redeem (“Optional Redemption”) a portion or all amounts outstanding under this Debenture prior to the Maturity Date as described in this Section; provided that the Company provides each Buyer with at least 15 Business Days’ prior written notice (each, a “Redemption Notice”) of its desire to exercise an Optional Redemption and the VWAP of the Company’s Common Stock over the 10 Business Days’ immediately prior to the Redemption Notice is less than the Fixed Conversion Price. Each Redemption Notice shall be irrevocable and shall specify the outstanding balance of the Convertible Debentures to be redeemed (principal plus accrued but unpaid interest through the date of redemption), plus a redemption premium equal to 15% of the amount being redeemed (collectively, the amount being redeemed plus the redemption premium is the “Redemption Amount”). The Optional Redemption shall be consummated by a wire transfer by the Company to the Holder of the Redemption Amount (or such lesser amount, if the Holder has converted any part of this Debenture during the 15-Business Day notice period specified herein) on the first Business Day following the expiration of the 15-Business Day notice period specified herein. The Holder may convert all or any part of this Debenture after receiving a Redemption Notice, in which case the Redemption Amount shall be reduced by the amount so converted.

(2) EVENTS OF DEFAULT.

(a)An “Event of Default”, wherever used herein, means any one of the following events (whatever the reason and whether it shall be voluntary or involuntary or effected by operation of law or pursuant to any judgment, decree or order of any court, or any order, rule or regulation of any administrative or governmental body):

(i) the Company's failure to pay to the Holder any amount of Principal, Interest, or other amounts when and as due under this Debenture or any other Transaction Document within fifteen (15) Business Days after such payment is due;

(ii) The Company or any subsidiary of the Company shall commence, or there shall be commenced against the Company or any subsidiary of the Company under any applicable bankruptcy or insolvency laws as now or hereafter in effect or any successor thereto, or the Company or any subsidiary of the Company commences any other proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law of any jurisdiction whether now or hereafter in effect relating to the Company or any subsidiary of the Company or there is commenced against the Company or any subsidiary of the Company any such bankruptcy, insolvency or other proceeding which remains undismissed for a period of 61 days; or the Company or any subsidiary of the Company is adjudicated insolvent or bankrupt; or any order of relief or other order approving any such case or proceeding is entered; or the Company or any subsidiary of the Company suffers any appointment of any custodian, private or court appointed receiver or the like for it or any substantial part of its property which continues undischarged or unstayed for a period of sixty one (61) days; or the Company or any subsidiary of the Company makes a general assignment for the benefit of creditors; or the Company or any subsidiary of the Company shall fail to pay, or shall state that it is unable to pay, or shall be unable to pay, its debts generally as they become due; or the Company or any subsidiary of the Company shall call a meeting of its creditors with a view to arranging a composition, adjustment or restructuring of its debts; or the Company or any subsidiary of the Company shall by any act or failure to act expressly indicate its consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by the Company or any subsidiary of the Company for the purpose of effecting any of the foregoing;

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(iii) The Company or any subsidiary of the Company shall default beyond applicable grace and cured periods in any of its obligations under any other debenture or any mortgage, credit agreement or other facility, indenture agreement, factoring agreement or other instrument under which there may be issued, or by which there may be secured or evidenced any indebtedness for borrowed money or money due under any long term leasing or factoring arrangement of the Company or any subsidiary of the Company in an amount exceeding $500,000, whether such indebtedness now exists or shall hereafter be created and such default shall result in such indebtedness becoming or being declared due and payable and such default is not thereafter cured within fifteen (15) Business Days, except for the DBOT lease;

(iv) The Common Stock shall cease to be quoted or listed for trading, fail to have a bid price or VWAP, or fail to maintain a trading market on any Primary Market, for a period of 10 consecutive Trading Days;

(v) The Company or any subsidiary of the Company shall be a party to any Change of Control Transaction (as defined in Section 16) unless in connection with such Change of Control Transaction this Debenture is retired;

(vi) the Company's (A) failure to cure a Conversion Failure by delivery of (I) the required number of shares of Common Stock or (II) the Buy-In Price within five (5) Business Days after the applicable Conversion Failure or (B) notice, written or oral, to any holder of the Debentures, including by way of public announcement, at any time, of its intention not to comply with a request for conversion of any Debentures into shares of Common Stock that is tendered in accordance with the provisions of the Debentures, other than pursuant to Section 3(c);

(vii) The Company shall fail for any reason to deliver the payment in cash pursuant to a Buy-In (as defined herein) within five (5) Business Days after such payment is due;

(viii) The Company shall fail to observe or perform any other material covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any provision of this Debenture (except as may be covered by Section 2(a)(i) through 2(a)(vii) hereof) or any Transaction Document (as defined in Section 16) which is not cured within the time prescribed.

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(ix) any Event of Default (as defined in the Other Debentures) occurs with respect to any Other Debentures.

(b) During the time that any portion of this Debenture is outstanding, if any Event of Default has occurred and is continuing, the full unpaid Principal amount of this Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at the Holder's election given by notice pursuant to Section 6, immediately due and payable in cash. Furthermore, in addition to any other remedies, the Holder shall have the right (but not the obligation) to convert this Debenture (subject to the beneficial ownership limitations set out in Section 3(d)) at any time after (x) an Event of Default (provided that such Event of Default is continuing) or (y) the Maturity Date at the Default Conversion Price. The Holder need not provide and the Company hereby waives any presentment, demand, protest or other notice of any kind, (other than required notice of conversion) and the Holder may immediately enforce any and all of its rights and remedies hereunder and all other remedies available to it under applicable law. Such declaration may be rescinded and annulled by Holder at any time prior to payment hereunder. No such rescission or annulment shall affect any subsequent Event of Default or impair any right consequent thereon.

(3) CONVERSION OF DEBENTURE. This Debenture shall be convertible into shares of the Company's Common Stock, on the terms and conditions set forth in this Section 3.

(a) Conversion Right. Subject to the provisions of Section 3(c), at any time or times on or after the Issuance Date, the Holder shall be entitled to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into fully paid and nonassessable shares of Common Stock in accordance with Section 3(b), at the Conversion Rate (as defined below). The number of shares of Common Stock issuable upon conversion of any Conversion Amount pursuant to this Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”). The Company shall not issue any fraction of a share of Common Stock upon any conversion. If the issuance would result in the issuance of a fraction of a share of Common Stock, the Company shall round such fraction of a share of Common Stock up or down to the nearest whole share. The Company shall pay any and all transfer, stamp and similar taxes that may be payable with respect to the issuance and delivery of Common Stock upon conversion of any Conversion Amount.

(i) “Conversion Amount” means the portion of the Principal and accrued Interest to be converted, redeemed or otherwise with respect to which this determination is being made.

(b) “Conversion Price” means, as of any Conversion Date (as defined below) the lower of (a) $1.50 (the “Fixed Conversion Price”) or (b) 90% of the lowest daily VWAP as reported by Bloomberg, LP for the 10 trading consecutive Trading Days immediately (as defined herein) preceding the Conversion Date (the “Variable Conversion Price,” and together with the Fixed Conversion Price, the “Conversion Price”). The Variable Conversion Price shall be subject to a minimum price of $1.00 per share (the “Floor Price”). The Conversion Price shall be adjusted from time to time pursuant to the other terms and conditions of this Debenture.

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(c) Mechanics of Conversion.

(i) Optional Conversion. To convert any Conversion Amount into shares of Common Stock on any date (a “Conversion Date”), the Holder shall (A) transmit by facsimile with confirmation of delivery (or otherwise deliver by method set forth in Section 6(A)(i) or (ii)), for receipt on or prior to 11:59 p.m., New York Time, on such date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”) to the Company and (B) if required by Section 3(c)(iii), surrender this Debenture to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification undertaking reasonably satisfactory to the Company with respect to this Debenture in the case of its loss, theft or destruction). On or before the third (3^rd) Business Day following the date of receipt of a Conversion Notice (the “Share Delivery Date”), the Company shall (X) if legends are not required to be placed on certificates of Common Stock and provided that the Transfer Agent is participating in the Depository Trust Company's (“DTC”) Fast Automated Securities Transfer Program, credit such aggregate number of shares of Common Stock to which the Holder shall be entitled to the Holder's or its designee's balance account with DTC through its Deposit Withdrawal Agent Commission system or (Y) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the address as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder shall be entitled which certificates shall not bear any restrictive legends unless required pursuant to rules and regulations of the Commission. If this Debenture is physically surrendered for conversion and the outstanding Principal of this Debenture is greater than the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later than three (3) Business Days after receipt of this Debenture and at its own expense, issue and deliver to the holder a new Debenture representing the outstanding Principal not converted. The Person or Persons entitled to receive the shares of Common Stock issuable upon a conversion of this Debenture shall be treated for all purposes as the record holder or holders of such shares of Common Stock upon the transmission of a Conversion Notice.

(ii) Company's Failure to Timely Convert. If within three (3) Trading Days after the Company's receipt of a copy of a Conversion Notice the Company shall fail to issue and deliver a certificate to the Holder or credit the Holder's balance account with DTC for the number of shares of Common Stock to which the Holder is entitled upon such holder's conversion of any Conversion Amount (a “Conversion Failure”), and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Stock to deliver in satisfaction of a sale by the Holder of Common Stock issuable upon such conversion that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder's request and in the Holder's discretion, either (i) pay cash to the Holder in an amount equal to the Holder's total purchase price (including brokerage commissions and other out of pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company's obligation to deliver such certificate (and to issue such Common Stock) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Common Stock and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Closing Bid Price on the Conversion Date.

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(iii) Book-Entry. Notwithstanding anything to the contrary set forth herein, upon conversion of any portion of this Debenture in accordance with the terms hereof, the Holder shall not be required to physically surrender this Debenture to the Company unless (A) the full Conversion Amount represented by this Debenture is being converted or (B) the Holder has provided the Company with prior written notice (which notice may be included in a Conversion Notice) requesting reissuance of this Debenture upon physical surrender of this Debenture. The Holder and the Company shall maintain records showing the Principal and Interest converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Company, so as not to require physical surrender of this Debenture upon conversion.

(d) Limitations on Conversions.

(i) Conversions Below the Fixed Conversion Price. Absent an Event of Default or the Company’s prior consent, the Holder may not convert more than $600,000 (of Principal, Interest or both) of this Debenture during any calendar month.

(ii) Beneficial Ownership. The Holder shall not have the right to convert any portion of this Debenture or receive shares of Common Stock as payment of Interest hereunder to the extent that after giving effect to such conversion or receipt of such Interest payment, the Holder, together with any affiliate thereof, would beneficially own (as determined in accordance with Section 13(d) of the Exchange Act and the rules promulgated thereunder) in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion or receipt of shares as payment of interest. Since the Holder will not be obligated to report to the Company the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of shares of Common Stock in excess of 4.99% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority, responsibility and obligation to determine whether the restriction contained in this Section will limit any particular conversion hereunder and to the extent that the Holder determines that the limitation contained in this Section applies, the determination of which portion of the Principal amount of this Debenture is convertible shall be the responsibility and obligation of the Holder. The provisions of this Section may be waived by a Holder (but only as to itself and not to any other Holder) upon not less than 65 days prior notice to the Company. Other Holders shall be unaffected by any such waiver.

(e) Other Provisions.

(i) The Company shall at all times reserve and keep available out of its authorized Common Stock the full number of shares of Common Stock issuable upon conversion of all outstanding amounts under this Debenture; and within three (3) Business Days following the receipt by the Company of a Holder's notice that such minimum number of Underlying Shares is not so reserved, the Company shall promptly reserve a sufficient number of shares of Common Stock to comply with such requirement.

(ii) All calculations under this Section 3 shall be rounded to the nearest $0.0001 or whole share.

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(iii) The Company covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock solely for the purpose of issuance upon conversion of this Debenture and payment of Interest on this Debenture, each as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the Holder, not less than such number of shares of the Common Stock as shall be issuable (taking into account the adjustments and restrictions set forth herein) upon the conversion of the outstanding principal amount of this Debenture and payment of Interest hereunder. The Company covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid, nonassessable and, if the Underlying Shares Registration Statement has been declared effective under the Securities Act, registered for public sale in accordance with such Underlying Shares Registration Statement.

(iv) Nothing herein shall limit a Holder's right to pursue actual damages or declare an Event of Default pursuant to Section 2 herein for the Company’s failure to deliver certificates representing shares of Common Stock upon conversion within the period specified herein and such Holder shall have the right to pursue all remedies available to it at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief, in each case without the need to post a bond or provide other security. The exercise of any such rights shall not prohibit the Holder from seeking to enforce damages pursuant to any other Section hereof or under applicable law.

(v) Conversion Costs. The Company agrees to reimburse the Holder for all reasonable costs incurred by the Holder in connection with any legal opinions paid for by the Holder in connection with sale of Underlying Shares of Common Stock (provided that the Company has first had the opportunity to obtain such a legal opinion on behalf of the Holder). The Holder shall notify the Company of any such costs and expenses it incurs that are referred to in this section from time to time and all amounts owed hereunder shall be paid by the Company with reasonable promptness.

(4) Adjustments to Conversion Price

(a) Adjustment to Fixed Conversion Price. Except in the case of an event described in either Section 4(c) or Section 4(d), if the Company shall, at any time or from time to time after the date hereof, issue or sell, or in accordance with Section 4(b) is deemed to have issued or sold, any shares of Common Stock without consideration or for consideration per share less than the Fixed Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale), except for Excluded Securities, then immediately upon such issuance or sale (or deemed issuance or sale), the Fixed Conversion Price in effect immediately prior to such issuance or sale (or deemed issuance or sale) shall be reduced (and in no event increased) to a Fixed Conversion Price equal to the quotient obtained by dividing:

(i) the sum of (A) the product obtained by multiplying the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) by the Fixed Conversion Price then in effect plus (B) the aggregate consideration, if any, received by the Company upon such issuance or sale (or deemed issuance or sale); by the sum of (A) the Common Stock Deemed Outstanding immediately prior to such issuance or sale (or deemed issuance or sale) plus (B) the aggregate number of shares of Common Stock issued or sold (or deemed issued or sold) by the Company in such issuance or sale (or deemed issuance or sale).

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(b) Effect of Certain Events on Adjustment to Conversion Price. For purposes of determining the adjusted Conversion Price under Section 4(a) hereof, the following shall be applicable:

(i) Issuance of Options. If the Company shall, at any time or from time to time after the Issuance Date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Options, whether or not such Options or the right to convert or exchange any Convertible Securities issuable upon the exercise of such Options are immediately exercisable, and the price per share (determined as provided in this paragraph and in Section (4)(b)(v)) for which Common Stock is issuable upon the exercise of such Options or upon the conversion or exchange of Convertible Securities issuable upon the exercise of such Options is less than the Fixed Conversion Price in effect immediately prior to the time of the granting or sale of such Options, then the total maximum number of shares of Common Stock issuable upon the exercise of such Options or upon conversion or exchange of the total maximum amount of Convertible Securities issuable upon the exercise of such Options shall be deemed to have been issued as of the date of granting or sale of such Options (and thereafter shall be deemed to be outstanding for purposes of adjusting the Fixed Conversion Price under Section 4(a), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of all such Options, plus (y) the minimum aggregate amount of additional consideration payable to the Company upon the exercise of all such Options, plus (z), in the case of such Options which relate to Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable to the Company upon the issuance or sale of all such Convertible Securities and the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the exercise of all such Options or upon the conversion or exchange of all Convertible Securities issuable upon the exercise of all such Options. Except as otherwise provided in Section (4)(b)(iii), no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock or of Convertible Securities upon exercise of such Options or upon the actual issuance of Common Stock upon conversion or exchange of Convertible Securities issuable upon exercise of such Options.

(ii) Issuance of Convertible Securities. If the Company shall, at any time or from time to time after the Issuance Date, in any manner grant or sell (whether directly or by assumption in a merger or otherwise) any Convertible Securities, whether or not the right to convert or exchange any such Convertible Securities is immediately exercisable, and the price per share (determined as provided in this paragraph and in Section 4(b)(v)) for which Common Stock is issuable upon the conversion or exchange of such Convertible Securities is less than the Fixed Conversion Price in effect immediately prior to the time of the granting or sale of such Convertible Securities, then the total maximum number of shares of Common Stock issuable upon conversion or exchange of the total maximum amount of such Convertible Securities shall be deemed to have been issued as of the date of granting or sale of such Convertible Securities (and thereafter shall be deemed to be outstanding for purposes of adjusting the Conversion Price pursuant to Section 4(a)), at a price per share equal to the quotient obtained by dividing (A) the sum (which sum shall constitute the applicable consideration received for purposes of Section 4(a)) of (x) the total amount, if any, received or receivable by the Company as consideration for the granting or sale of such Convertible Securities, plus (y) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the conversion or exchange of all such Convertible Securities, by (B) the total maximum number of shares of Common Stock issuable upon the conversion or exchange of all such Convertible Securities. Except as otherwise provided in Section (4)(b)(iii), (A) no further adjustment of the Conversion Price shall be made upon the actual issuance of Common Stock upon conversion or exchange of such Convertible Securities and (B) no further adjustment of the Conversion Price shall be made by reason of the issue or sale of Convertible Securities upon exercise of any Options to purchase any such Convertible Securities for which adjustments of the Conversion Price have been made pursuant to the other provisions of this Section (4)(b).

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(iii) Change in Terms of Options or Convertible Securities. Upon any change in any of (A) the total amount received or receivable by the Company as consideration for the granting or sale of any Options or Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof, (B) the minimum aggregate amount of additional consideration, if any, payable to the Company upon the exercise of any Options or upon the issuance, conversion or exchange of any Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof, (C) the rate at which Convertible Securities referred to in Section (4)(b)(i) or Section (4)(b)(ii) hereof are convertible into or exchangeable for Common Stock, or (D) the maximum number of shares of Common Stock issuable in connection with any Options referred to in Section (4)(b)(i) hereof or any Convertible Securities referred to in Section (4)(b)(ii) hereof, then (whether or not the original issuance or sale of such Options or Convertible Securities resulted in an adjustment to the Fixed Conversion Price pursuant to this Section 4) the Fixed Conversion Price in effect at the time of such change shall be adjusted or readjusted, as applicable, to the Fixed Conversion Price which would have been in effect at such time pursuant to the provisions of this Section 4 had such Options or Convertible Securities still outstanding provided for such changed consideration, conversion rate or maximum number of shares, as the case may be, at the time initially granted, issued or sold, but only if as a result of such adjustment or readjustment the Fixed Conversion Price then in effect is reduced, and the number of shares of Common Stock obtainable upon conversion of this Debenture will be proportionately adjusted or readjusted.

(iv) Treatment of Expired or Terminated Options or Convertible Securities. Upon the expiration or termination of any unexercised Option (or portion thereof) or any unconverted or unexchanged Convertible Security (or portion thereof) for which any adjustment (either upon its original issuance or upon a revision of its terms) was made pursuant to this Section 4 (including without limitation upon the redemption or purchase for consideration of all or any portion of such Option or Convertible Security by the Company), the Conversion Price then in effect hereunder shall forthwith be changed pursuant to the provisions of this Section 4 to the Fixed Conversion Price which would have been in effect at the time of such expiration or termination had such unexercised Option (or portion thereof) or unconverted or unexchanged Convertible Security (or portion thereof), to the extent outstanding immediately prior to such expiration or termination, never been issued.

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(v) Calculation of Consideration Received. If the Company shall, at any time or from time to time after the Issuance Date, issue or sell, or is deemed to have issued or sold in accordance with Section (4)(b), any shares of Common Stock, Options or Convertible Securities: (A) for cash, the consideration received therefor shall be deemed to be the net amount received by the Company therefor; (B) for consideration other than cash, the amount of the consideration other than cash received by the Company shall be the fair value of such consideration, except where such consideration consists of marketable securities, in which case the amount of consideration received by the Company shall be the market price (as reflected on any securities exchange, quotation system or association or similar pricing system covering such security) for such securities as of the end of business on the date of receipt of such securities; (C) for no specifically allocated consideration in connection with an issuance or sale of other securities of the Company, together comprising one integrated transaction, the amount of the consideration therefor shall be deemed to be the fair value of such portion of the aggregate consideration received by the Company in such transaction as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued in such transaction; or (D) to the owners of the non-surviving entity in connection with any merger in which the Company is the surviving corporation, the amount of consideration therefor shall be deemed to be the fair value of such portion of the net assets and business of the non-surviving entity as is attributable to such shares of Common Stock, Options or Convertible Securities, as the case may be, issued to such owners. The net amount of any cash consideration and the fair value of any consideration other than cash or marketable securities shall be determined in good faith by the Board of Directors of the Company, which shall be final and binding, absent manifest error.

(vi) Record Date. For purposes of any adjustment to the Fixed Conversion Price or the number of shared of Common Stock issuable upon conversion of this Debenture in accordance with this Section 4, in case the Company shall take a record of the holders of its Common Stock for the purpose of entitling them (A) to receive a dividend or other distribution payable in Common Stock, Options or Convertible Securities or (B) to subscribe for or purchase Common Stock, Options or Convertible Securities, then such record date shall be deemed to be the date of the issue or sale of the shares of Common Stock deemed to have been issued or sold upon the declaration of such dividend or the making of such other distribution or the date of the granting of such right of subscription or purchase, as the case may be.

(vii) Treasury Shares. The number of shares of Common Stock outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly-owned subsidiaries, and the disposition of any such shares (other than the cancellation or retirement thereof or the transfer of such shares among the Company and its wholly-owned subsidiaries) shall be considered an issue or sale of Common Stock for the purpose of this Section 4.

(c) Adjustment of Fixed Conversion Price upon Subdivision or Combination of Common Stock. If the Company at any time after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Fixed Conversion Price in effect immediately prior to such subdivision will be proportionately reduced and the number of shares of Common Stock obtainable upon conversion of this Debenture will be proportionately increased. If the Company at any time after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, any Fixed Conversion Price in effect immediately prior to such combination will be proportionately increased and the number of shares of Common Stock issuable upon exercise of this Warrant will be proportionately decreased. Any adjustment under this Section 4(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

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(d) Other Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to ensure that the Holder will thereafter have the right to receive upon a conversion of this Debenture, at the Holder's option, (i) in addition to the shares of Common Stock receivable upon such conversion, such securities or other assets to which the Holder would have been entitled with respect to such shares of Common Stock had such shares of Common Stock been held by the Holder upon the consummation of such Corporate Event (without taking into account any limitations or restrictions on the convertibility of this Debenture) or (ii) in lieu of the shares of Common Stock otherwise receivable upon such conversion, such securities or other assets received by the holders of shares of Common Stock in connection with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Debenture initially been issued with conversion rights for the form of such consideration (as opposed to shares of Common Stock) at a conversion rate for such consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance satisfactory to the Holder. The provisions of this Section shall apply similarly and equally to successive Corporate Events and shall be applied without regard to any limitations on the conversion or redemption of this Debenture.

(e) Notification of Adjustment. Whenever the Conversion Price is adjusted pursuant to Section 4 hereof, the Company shall promptly send the Holder a notice setting forth the Conversion Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(5) REISSUANCE OF THIS DEBENTURE.

(a) Transfer. If this Debenture is to be transferred, the Holder shall surrender this Debenture to the Company, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Debenture (in accordance with Section 5(d)), registered in the name of the registered transferee or assignee, representing the outstanding Principal being transferred by the Holder (along with any accrued and unpaid interest thereof) and, if less then the entire outstanding Principal is being transferred, a new Debenture (in accordance with Section 5(d)) to the Holder representing the outstanding Principal not being transferred. The Holder and any assignee, by acceptance of this Debenture, acknowledge and agree that, by reason of the provisions of Section 3(c)(iii) following conversion or redemption of any portion of this Debenture, the outstanding Principal represented by this Debenture may be less than the Principal stated on the face of this Debenture.

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(b) Lost, Stolen or Mutilated Debenture. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Debenture, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Debenture, the Company shall execute and deliver to the Holder a new Debenture (in accordance with Section 5(d)) representing the outstanding Principal.

(c) Debenture Exchangeable for Different Denominations. This Debenture is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Debenture or Debentures (in accordance with Section 5(d)) representing in the aggregate the outstanding Principal of this Debenture, and each such new Debenture will represent such portion of such outstanding Principal as is designated by the Holder at the time of such surrender.

(d) Issuance of New Debentures. Whenever the Company is required to issue a new Debenture pursuant to the terms of this Debenture, such new Debenture (i) shall be of like tenor with this Debenture, (ii) shall represent, as indicated on the face of such new Debenture, the Principal remaining outstanding (or in the case of a new Debenture being issued pursuant to Section 5(a) or Section 5(c), the Principal designated by the Holder which, when added to the principal represented by the other new Debentures issued in connection with such issuance, does not exceed the Principal remaining outstanding under this Debenture immediately prior to such issuance of new Debentures), (iii) shall have an issuance date, as indicated on the face of such new Debenture, which is the same as the Issuance Date of this Debenture, (iv) shall have the same rights and conditions as this Debenture, and (v) shall represent accrued and unpaid Interest from the Issuance Date.

(6) NOTICES. Any notices, consents, waivers or other communications required or permitted to be given under the terms hereof must be in writing and will be deemed to have been delivered: upon the later of (A) either (i) receipt, when delivered personally or (ii) one (1) Business Day after deposit with an overnight courier service with next day delivery specified, in each case, properly addressed to the party to receive the same and (B) receipt, when sent by e-mail. The addresses and email addresses for such communications shall be:

If to the Company, to: Ideanomics, Inc. 55 Broadway, 19^th Floor New York, New York 10006 Telephone: 212-206-1216
Attention:  Chief Executive Officer
E-Mail:  apoor@ideanomics.com 

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With Copy to:	Ruskin Moscou Faltischek, P.C. 1425 RXR Plaza East Tower, 15th Floor Uniondale, New York 11556 Telephone: 516-663-6514 Attention: Gavin C. Grusd, Esq. E-Mail: ggrusd@rmfpc.com
If to the Holder:	YA II PN, Ltd c/o Yorkville Advisors Global, LLC 1012 Springfield Avenue Mountainside, NJ 07092 Attention: Mark Angelo Telephone: 201-985-8300 Email: Legal@yorkvilleadvisors.com

or at such other address and/or e-mail address and/or to the attention of such other person as the recipient party has specified by written notice given to each other party three (3) Business Days prior to the effectiveness of such change. Written confirmation of receipt (i) given by the recipient of such notice, consent, waiver or other communication, (ii) electronically generated upon sending the e-mail or (iii) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of personal service, receipt by e-mail or receipt from a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.

(7) Except as expressly provided herein, no provision of this Debenture shall alter or impair the obligations of the Company, which are absolute and unconditional, to pay the principal of, interest and other charges (if any) on, this Debenture at the time, place, and rate, and in the coin or currency, herein prescribed. This Debenture is a direct obligation of the Company.

(8) This Debenture shall not entitle the Holder to any of the rights of a stockholder of the Company, including without limitation, the right to vote, to receive dividends and other distributions, or to receive any notice of, or to attend, meetings of stockholders or any other proceedings of the Company, unless and to the extent converted into shares of Common Stock in accordance with the terms hereof.

(9) After the Issuance Date, without the Holder’s consent, the Company will not and will not permit any of their subsidiaries to, directly or indirectly, enter into, create, incur, assume or suffer to exist any indebtedness of any kind, on or with respect to any of its property or assets now owned or hereafter acquired or any interest therein or any income or profits therefrom that is senior in any respect to the obligations of the Company under this Debenture.

(10) This Debenture shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to conflicts of laws thereof. Each of the parties consents to the jurisdiction of the Courts of the State of New York sitting in New York County, New York and the U.S. District Court for the Southern District of New York sitting in New York County, New York in connection with any dispute arising under this Debenture and hereby waives, to the maximum extent permitted by law, any objection, including any objection based on forum non conveniens to the bringing of any such proceeding in such jurisdictions.

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(11) If the Company fails to strictly comply with the terms of this Debenture, then the Company shall reimburse the Holder promptly for all fees, costs and expenses, including, without limitation, attorneys’ fees and expenses incurred by the Holder in any action in connection with this Debenture, including, without limitation, those incurred: (i) during any workout, attempted workout, and/or in connection with the rendering of legal advice as to the Holder’s rights, remedies and obligations, (ii) collecting any sums which become due to the Holder, (iii) defending or prosecuting any proceeding or any counterclaim to any proceeding or appeal; or (iv) the protection, preservation or enforcement of any rights or remedies of the Holder.

(12) Any waiver by the Holder of a breach of any provision of this Debenture shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Debenture. The failure of the Holder to insist upon strict adherence to any term of this Debenture on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Debenture. Any waiver must be in writing.

(13) If any provision of this Debenture is invalid, illegal or unenforceable, the balance of this Debenture shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this indenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted.

(14) Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(15) THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

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(16) CERTAIN DEFINITIONS For purposes of this Debenture, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States or a day on which banking institutions are authorized or required by law or other government action to close.

(c) “Change of Control Transaction” means the occurrence of (a) an acquisition after the Issuance Date by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the Exchange Act) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of fifty percent (50%) of the voting securities of the Company (except that the acquisition of voting securities by the Holder or any other current holder of convertible securities of the Company shall not constitute a Change of Control Transaction for purposes hereof), (b) a replacement at one time or over time of more than one-half of the members of the board of directors of the Company (other than as due to the death or disability of a member of the board of directors) which is not approved by a majority of those individuals who are members of the board of directors on the Issuance Date (or by those individuals who are serving as members of the board of directors on any date whose nomination to the board of directors was approved by a majority of the members of the board of directors who are members on the Issuance Date), (c) the merger, consolidation or sale of fifty percent (50%) or more of the assets of the Company or any subsidiary of the Company in one or a series of related transactions with or into another entity, or (d) the execution by the Company of an agreement to which the Company is a party or by which it is bound, providing for any of the events set forth above in (a), (b) or (c). No transfer to a wholly-owned subsidiary shall be deemed a Change of Control Transaction under this provision.

(d) “Closing Bid Price” means the price per share in the last reported trade of the Common Stock on a Primary Market or on the exchange which the Common Stock is then listed as quoted by Bloomberg.

(e) “Common Stock Deemed Outstanding” means, at any given time, the sum of (1) the number of shares of Common Stock actually outstanding at such time, plus (2) the number of shares of Common Stock issuable upon exercise of Options actually outstanding at such time, plus (3) the number of shares of Common Stock issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided, that Common Stock Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any of its wholly owned subsidiaries.

(f) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for Common Stock.

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(g) “Commission” means the Securities and Exchange Commission.

(h) “Common Stock” means the common stock, par value $0.001, of the Company and stock of any other class into which such shares may hereafter be changed or reclassified.

(i) “Default Conversion Price” means the lower of (i) $1.00 or (ii) 60% of the lowest closing bid prices during the 20 consecutive Trading Days immediately preceding the applicable date of determination.

(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(k) “Excluded Securities” means, (1) shares of Common Stock issued or deemed to be issued by the Company upon the conversion, exchange or exercise of any right, option, obligation or security outstanding on the date prior to date of the Securities Purchase Agreement, provided that the terms of such right, option, obligation or security are not amended or otherwise modified on or after the date of the Securities Purchase Agreement, and provided that the conversion price, exchange price, exercise price or other purchase price is not reduced, adjusted or otherwise modified and the number of shares of Common Stock issued or issuable is not increased (whether by operation of, or in accordance with, the relevant governing documents or otherwise) on or after the date of the Securities Purchase Agreement, and (2) the shares of Common Stock issued or deemed to be issued by the Company upon conversion of this Debenture or Other Debenture or exercise of Common Stock purchase warrants issued to the Holder or any holder of Other Debentures.

(l) “Fundamental Transaction” means any of the following: (1) the Company effects any merger or consolidation of the Company with or into another Person and the Company is the non-surviving company (other than a merger or consolidation with a wholly owned subsidiary of the Company for the purpose of redomiciling the Company), (2) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (3) any tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares for other securities, cash or property, or (4) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

(m) “Options” means any warrants or other rights or options to subscribe for or purchase Common Stock or Convertible Securities.

(n) “Other Debentures” means any other debentures issued pursuant to the Securities Purchase Agreement and any other debentures, notes, or other instruments issued in exchange, replacement, or modification of the foregoing.

(o) “Person” means a corporation, an association, a partnership, organization, a business, an individual, a government or political subdivision thereof or a governmental agency.

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(p) “Primary Market” means any of the New York Stock Exchange, the NYSE MKT, the Nasdaq Global Market, the Nasdaq Global Select Market, the Nasdaq Capital Market, or the OTC QB, and any successor to any of the foregoing markets or exchanges.

(q) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

(r) “Trading Day” means a day on which the shares of Common Stock are quoted or traded on a Primary Market on which the shares of Common Stock are then quoted or listed; provided, that in the event that the shares of Common Stock are not listed or quoted, then Trading Day shall mean a Business Day.

(s) “Transaction Documents” shall have the meaning set forth in the Securities Purchase Agreement.

(t) “Underlying Shares” means the shares of Common Stock issuable upon conversion of this Debenture or as payment of interest in accordance with the terms hereof.

(u) “VWAP” means, for any security as of any date, the daily dollar volume-weighted average price for such security on the Primary Market as reported by Bloomberg LP through its “Historical Prices – Px Table with Average Daily Volume” functions, or, if no dollar volume-weighted average price is reported for such security by Bloomberg.

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IN WITNESS WHEREOF, the Company has caused this Secured Convertible Debenture to be duly executed by a duly authorized officer as of the date set forth above.

COMPANY:

IDEANOMICS, INC.

By:

Name:

Title:

EXHIBIT I 

CONVERSION NOTICE

(To be executed by the Holder in order to Convert the Debenture)

TO:

The undersigned hereby irrevocably elects to convert $                          of the principal amount of Debenture No. IDEX-1 into Shares of Common Stock of Ideanomics, INC., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Conversion Amount to be converted:	$
Conversion Price:	$
Number of shares of Common Stock to be issued:

Please issue the shares of Common Stock in the following name and to the following address: 

Issue to:

Authorized Signature:

Name:

Title:

Broker DTC Participant Code:

Account Number:

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Alf Poor, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IDEANOMICS, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2020

/s/ Alf Poor

Alf Poor

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Conor McCarthy, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IDEANOMICS, INC.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 11, 2020

/s/ Conor McCarthy

Conor McCarthy

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Alf Poor, Chief Executive Officer of IDEANOMICS, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on May 11, 2020.

/s/ Alf Poor

Alf Poor

Chief Executive Officer

(Principal Executive Officer)

A signed original of this written statement required by Section 906 has been provided to IDEANOMICS, INC. and will be retained by IDEANOMICS, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

The undersigned, Conor McCarthy, Chief Financial Officer of IDEANOMICS, INC. (the “Company”), DOES HEREBY CERTIFY that:

1. The Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “Report”), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. Information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

IN WITNESS WHEREOF, the undersigned has executed this statement on May 11, 2020.

/s/ Conor McCarthy

Conor McCarthy

Chief Financial Officer

(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906 has been provided to IDEANOMICS, INC. and will be retained by IDEANOMICS, INC. and furnished to the Securities and Exchange Commission or its staff upon request.

The forgoing certification is being furnished to the Securities and Exchange Commission pursuant to § 18 U.S.C. Section 1350. It is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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Going Concern and Management's Plans (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Going Concern And Managements Plans [Line Items]
Cash and cash equivalents	$ 5,914	$ 2,633	$ 2,012	$ 3,106
Accumulated deficit	$ (260,829)	$ (248,481)

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Acquisitions and Divestitures - Acquisition of Grapevine Logic, Inc (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions		1 Months Ended
	Sep. 04, 2018	Jun. 30, 2019	May 31, 2019
Acquisitions and Divestitures
Number of common stock issued		0.6
Non Controlling Interest Carrying Amount		$ 0.5
Change In Additional Paid In Capital		$ 1.1
Grapevine Logic, Inc. ("Grapevine")
Acquisitions and Divestitures
Noncontrolling Interest, Ownership Percentage by Parent		100.00%
Grapevine Logic, Inc. ("Grapevine")
Acquisitions and Divestitures
Total purchase price paid	$ 2.4
Shares Issued, Price Per Share			$ 1.84
Percentage of ownership interest acquired	65.70%	34.30%
Grapevine Logic, Inc. ("Grapevine") | Fomalhaut Limited [Member]
Acquisitions and Divestitures
Percentage of ownership interest acquired	34.40%

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Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract]
Balance at the beginning	$ 0
Loss attributable to non-controlling interest	(272)	$ (18)
Balance at the end	7,153
Qingdao Xingyang City Investment [Member]
Redeemable Noncontrolling Interest, Equity, Carrying Amount [Abstract]
Balance at the beginning	0
Initial investment	7,047
Accretion of dividend	106
Loss attributable to non-controlling interest	(80)
Adjustment to redemption value	80
Balance at the end	$ 7,153

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Leases - Additional Information (Details) - USD ($) $ in Thousands			3 Months Ended
	Jun. 30, 2020	Dec. 19, 2019	Mar. 31, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Disclosure Of Lease [Line Items]
Operating right of use assets			$ 6,051		$ 6,934
Operating lease liability	$ 900		$ 7,300		$ 7,299
Weighted-average remaining lease term			5 years 9 months 18 days			3 years 9 months 18 days
Average discount rate			7.50%			7.25%
Impairment loss related to the right of use asset			$ 900
Annual interest rate		10.00%		4.00%
Gain on extinguishment of the operating lease liability	800	$ 2,700
Promissory Note (e)
Disclosure Of Lease [Line Items]
Operating lease liability	$ 100

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Long-term Investments - Additional Information (Details) $ / shares in Units, shares in Millions		1 Months Ended		3 Months Ended
	Dec. 19, 2019 shares	Jun. 30, 2019 shares	Apr. 24, 2018 USD ($) $ / shares shares	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)
Long-term Investments
Impairment of equity method investments				$ 0	$ 0
Purchase of shares | shares	2.0
Number of common stock issued | shares		0.6
Carrying amount of equity investment sold					3,200,000
Gain (loss) on the sale of equity investment				$ (3,000)	$ (280,000)
Seasail Ventures Limited [Member]
Long-term Investments
Percentage of equity ownership			40.00%
BDCG
Long-term Investments
Percentage of equity ownership			20.00%	60.00%
Number of unrelated party | item				2
Cash paid to acquire entity			$ 2,000,000
Value of capital stock issued			$ 7,800,000
Number of common stock issued | shares			3.0
Share price of capital stock issued | $ / shares			$ 2.60
Total purchase price paid			$ 9,800,000	$ 9,800,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net income (loss)	$ (12,620)	$ 19,909
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense	2,202	224
Depreciation and amortization	476	244
Non-cash interest expense	3,156	735
Equity in losses of equity method investees	3	280
Digital tokens received as payment for services	0	(26,600)
Impairment loss	887	0
Acquisition earn-out expense	532	0
Change in assets and liabilities:
Accounts receivable	571	(36)
Prepaid expenses and other assets	1,928	(124)
Accounts payable	275	(46)
Deferred revenue	23	203
Amount due to related parties	856	40
Accrued expenses, salary and other current liabilities	(2,147)	400
Net cash used in operating activities	(3,858)	(4,771)
Cash flows from investing activities:
Acquisition of property and equipment	(15)	(580)
Payments for long term investments	0	(620)
Net cash used in investing activities	(15)	(1,200)
Cash flows from financing activities:
Proceeds from issuance of convertible note	2,000	2,132
Proceeds from issuance of warrant and common stocks	1,000	2,500
Proceeds from noncontrolling interest shareholder	7,147	0
Proceeds from/(Repayment of) amounts due to related parties	(2,999)	228
Net cash provided by financing activities	7,148	4,860
Effect of exchange rate changes on cash	6	17
Net increase (decrease) in cash and cash equivalents	3,281	(1,094)
Cash and cash equivalents at the beginning of the period	2,633	3,106
Cash and cash equivalents at the end of the period	5,914	2,012
Supplemental disclosure of cash flow information:
Cash paid for income tax	0	0
Cash paid for interest	0	0
Issuance of shares for acquisition of DBOT	6,748	0
Tree Technologies measurement period adjustment	11,895	0
Disposal assets in exchange of GTB tokens	0	20,219
Service revenue received in GTB tokens	0	26,600
Advances from Customer received in GTB tokens	0	14,100
Issuance of shares for acquisition of intangible assets	$ 0	$ 4,655

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CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($)	Mar. 31, 2020	Dec. 31, 2019
CONSOLIDATED BALANCE SHEETS
Convertible redeemable preferred stock, Series A shares issued	7,000,000	7,000,000
Convertible redeemable preferred stock, Series A shares outstanding	7,000,000	7,000,000
Convertible redeemable preferred stock, Series A liquidation and deemed liquidation preference	$ 3,500,000	$ 3,500,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,500,000,000	1,500,000,000
Common stock, shares issued	163,460,065	149,692,953
Common stock, shares outstanding	163,460,065	149,692,953
Accounts receivable, due from related parties	$ 1,688,000	$ 2,284,000

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Concentration, Credit and Other Risks

3 Months Ended

Mar. 31, 2020

Concentration, Credit and Other Risks

Concentration, Credit and Other Risks

Note 19.    Concentration, Credit and Other Risks

(a)PRC Regulations

The EV industry is relatively new in China, and the PRC government has not adopted a clear regulatory framework to regulate the industry. Therefore, there is some degree of uncertainty regarding the regulatory requirements of the PRC government in the EV industry. If the PRC government enacts new laws and regulations, or adopt new interpretations or policies with respect to the current laws and regulations, that require licenses or permits for the operation of the company’s existing or future businesses, the Company cannot ensure that it has all the permits or licenses required for its EV business or that the Company will be able to obtain or maintain permits or licenses in a timely manner.

The PRC market in which the Company operates poses certain macro-economic and regulatory risks and uncertainties. These uncertainties extended to the ability of the Company to conduct wireless telecommunication services through contractual arrangements in the PRC since the industry remains highly regulated. The Company conducted legacy YOD business in China through a series of contractual arrangements , which were terminated as of December 31, 2019. Refer to Note 5 for additional information. The Company believed that these contractual arrangements were in compliance with PRC law and were legally enforceable, or their respective legal shareholders failed to perform their obligations under the contractual arrangements or any dispute relating to these contracts remained unresolved, the Company could enforce its rights under the VIE contracts through PRC law and courts. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce these contractual arrangements. In particular, the interpretation and enforcement of these laws, rules and regulations involve uncertainties.

(b)Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash and accounts receivable. As of March 31, 2020,and December 31, 2019, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, the United States, Malaysia and Singapore) that management believes have acceptable credit. Accounts receivable are typically unsecured. The risk with respect to accounts receivable is mitigated by regular credit evaluations that the Company performs on its distribution partners and its ongoing monitoring of outstanding balances.

(c)Foreign Currency Risks

A majority of the Company's operating transactions  are denominated in RMB and a significant  portion of the Company’s assets and liabilities is denominated in RMB. RMB is not freely convertible into foreign currencies. The value of the RMB is subject to changes in the central government policies and to international economic and political developments. In the PRC, certain foreign exchange transactions are required by laws to be transacted only by authorized financial institutions at exchange rates set by the People’s Bank of China (“PBOC”). Remittances in currencies other than RMB by the Company in China must be processed through PBOC or other China foreign exchange regulatory bodies which require certain supporting documentation in order to complete the remittance.

Cash consist of cash on hand and demand deposits at banks, which are unrestricted as to withdrawal.

Time deposits, which mature within one year as of the balance sheet date, represent interest-bearing certificates of deposit with an initial term of greater than three months when purchased. Time deposits which mature over one year as of the balance sheet date are included in non-current assets.

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Share-Based Compensation

3 Months Ended

Mar. 31, 2020

Share-Based Compensation

Share-Based Compensation

Note 15.    Share-Based Compensation

As of March 31, 2020, the Company had 13.3 million options, 0.1 million restricted shares and 8.0 million warrants outstanding.

The Company awards common stock and stock options to employees and directors as compensation for their services, and accounts for its stock option awards to employees and directors pursuant to the provisions of ASC 718, Stock Compensation. The fair value of each option award is estimated on the date of grant using the Black-Scholes Merton valuation model. The Company recognizes the fair value of each option as compensation expense ratably using the straight-line attribution method over the service period, which is generally the vesting period.

Effective as of December 3, 2010 and amended on August 3, 2018, the Company’s Board of Directors approved the 2010 Stock Incentive Plan (“the 2010 Plan”) pursuant to which options or other similar securities may be granted. As of March 31, 2020, the maximum aggregate number of shares of  common stock that may be issued under the 2010 Plan increased from 4.0 million shares to 31.5 million shares. As of March 31, 2020, options available for issuance are 15.8 million shares.

For the three months ended March 31, 2020 and 2019, total share-based payments expense was $2.2 million and $0.2 million, respectively.

(a)Stock Options

The following table summarizes stock option activity for the three months ended March 31, 2020:

				Weighted
		Weighted		Average
		Average		Remaining	Aggregated
	Options	Exercise		Contractual	Intrinsic
	Outstanding	Price		Life (Years)	Value
Outstanding at January 1, 2020	14,936,726	$	2.13	8.48	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Expired	(711,583)		1.95	—		—
Forfeited	(897,917)		1.98	—		—
Outstanding at March 31, 2020	13,327,226		2.15	8.17		—
Vested and expected to be vested as of March 31, 2020	13,327,226		2.15	8.17		—
Options exercisable at March 31, 2020 (vested)	7,930,354		2.26	7.67		—

As of March 31, 2020, $8.1 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 0.9 years. The total fair value of shares vested in the three months ended March 31, 2020 and 2019 was $2.2 million and $6,312 respectively. Cash received from options exercised in the three months ended March 31, 2020 and 2019 $0 and $0, respectively.

There were no options granted in the three months ended March 31, 2020.

(b)Warrants

In connection with certain of the Company’s financings and service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The warrants issued to Warner Brother were expired without exercise on January 31, 2019. The Company issued warrants to IDV and YA II PN, Ltd. in connection with senior secured convertible notes and the weighted average exercise price was $1.10 and the weighted average remaining life was 6 years.  Refer to Note 12 for additional information on promissory notes.

	March 31, 2020	December 31, 2019
	Number of	Number of
	Warrants	Warrants
	Outstanding and	Outstanding and	Exercise		Expiration
Warrants Outstanding	Exercisable	Exercisable	Price		Date
$2.05 million IDV	1,671,196	1,671,196		1.00	2/22/2026
$3.58 million IDV	4,658,043	4,658,043		1.00	9/27/2026
$5.0 million YA II PN	1,666,667	1,666,667		1.50	12/13/2024
$5.0 million YA II PN*	—	1,000,000		1.00	12/31/2020
	7,995,906	8,995,906

*    Ya II PN exercised 1,000,000 warrants on March 31, 2020 and the Company received $1.0 million proceeds.

(c)Restricted Shares

The following table summarizes the unvested restricted shares as follows:

		Weighted-average
	Shares	fair value
Non-vested restricted shares outstanding at January 1, 2020	55,086	$	2.38
Granted	—		—
Forfeited	—		—
Vested	—		—
Non-vested restricted shares outstanding at March 31, 2020	55,086		2.38

As of March 31, 2020 , there was $0 of unrecognized compensation cost related to unvested restricted shares.

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Leases

3 Months Ended

Mar. 31, 2020

Leases

Leases

Note 11.    Leases

As of March 31, 2020, the Company's operating lease right of use assets and operating lease liabilities are $6.1 million and $7.3 million, respectively. The weighted-average remaining lease term is 5.8 years and the weighted-average discount rate is 7.5%.

As of December 31, 2019, the Company's operating right of use assets and operating lease liabilities were $6.9 million and $7.3 million, respectively. As of March 31, 2019, the weighted-average remaining lease term was 3.8 years and the weighted-average discount rate was 7.25%.

The following table summarizes the  components of lease expense (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Operating lease cost	$	487	$	602
Short-term lease cost		85		15
Sublease income		(32)		—
Total	$	540	$	617

The following table summarizes supplemental information related to leases (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	553	$	259
Right of use assets obtained in exchange for new operating lease liabilities		322		—

The following table summarizes the maturity of operating lease liabilities (in thousands):

	Leased Property
Years ending December 31	Costs
2020	$	1,345
2021		1,435
2022		1,423
2023		1,474
2024		1,504
2025 and thereafter		1,874
Total lease payments		9,055
Less: Interest		(1,756)
Total	$	7,299

In the three months ended March 31, 2020 the Company ceased to use the premises underlying one lease and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $0.9 million. In the three months ending June 30, 2020, the Company completed negotiations with the landlord to settle the remaining operating lease liability of $0.9 million by issuing a promissory note for $0.1 million, bearing an annual interest rate of 4.0%, and which is due and payable on December 31, 2020. The Company will record a gain of $0.8 million for the extinguishment of the operating lease liability in the three months ending June 30, 2020.

The above table summarizing the maturity of operating lease liabilities does not encompass the settlement of the above mentioned lease liability as it had not been completed as of March 31, 2020.

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Accounts Receivable

3 Months Ended

Mar. 31, 2020

Accounts Receivable

Accounts Receivable

Note 7.    Accounts Receivable

The following table summarizes the Company’s accounts receivable (in thousands):

	March 31,		December 31,
	2020		2019
Accounts receivable, gross	$	1,833	$	2,405
Less: allowance for doubtful accounts		—		—
Accounts receivable, net	$	1,833	$	2,405

There were no changes in the allowance for doubtful accounts for the three months ended March 31, 2020 and 2019.

The balance includes the taxi commission revenue receivables of $1.7 million and $2.3 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co, as of March 31, 2020 and December 31, 2019, respectively.

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Going Concern and Management's Plans

3 Months Ended

Mar. 31, 2020

Going Concern and Management's Plans

Going Concern and Management's Plans

Note 3.    Going Concern and Management’s Plans

As of March 31, 2020, the Company had cash and cash equivalents of $5.9 million and an accumulated deficit of $260.8 million. Additionally, the Company has incurred losses since its inception and must continue to rely on proceeds from debt and equity issuances to pay for ongoing operating expenses in order to execute its business plan.

The Company expects to continue to raise both equity and debt finance to support the Company's investment plans and operations.

Although the Company may attempt to raise funds by issuing debt or equity instruments, in the future additional financing may not be available to the Company on terms acceptable to the Company or at all or such resources may not be received in a timely manner. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or to discontinue certain operations, scale back or discontinue the development of new business lines, reduce headcount, sell assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern and, accordingly, do not include any adjustments that might result from the outcome of this uncertainty. If the Company is in fact unable to continue as a going concern, the shareholders may lose their entire investment in the Company.

Due to People’s Republic of China (“PRC”) regulations governing the transfer of cash outside of the PRC, management does not consider cash balances held by entities domiciled in the PRC, or subject to PRC regulation, as being available for use in, or as a source of funding, for the Company’s operations outside of the PRC. The Company’s operations outside of PRC are dependent upon continued to access to debt and equity funding in the United States and Asia outside of the PRC.

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Property and Equipment, net (Tables)

3 Months Ended

Mar. 31, 2020

Property and Equipment, net

Schedule of property and equipment

	March 31,		December 31,
	2020		2019
Furniture and office equipment	$	462	$	441
Vehicle		61		62
Leasehold improvements		212		243
Total property and equipment		735		746
Less: accumulated depreciation		(381)		(368)
Property and equipment, net		355		378
Fintech Village
Land		3,043		3,043
Building		309		309
Assets retirement obligations – environmental remediation		6,496		6,496
Capitalized direct development cost		2,714		2,713
Construction in progress (Fintech Village)		12,562		12,561
Property and Equipment, net	$	12,916	$	12,939

Schedule of asset retirement obligation

	January 1,	Liabilities		Remediation		Accretion				March 31,
	2020	Incurred		Performed		Expense		Revisions		2020
Asset retirement obligation	$ 5,094	$	—	$	—	$	—	$	—	$	5,094

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Promissory Notes (Tables)

3 Months Ended

Mar. 31, 2020

Promissory Notes

Schedule of of outstanding convertible notes

		March 31,				December 31,
		2020				2019
		Principal		Carrying		Principal		Carrying
	Interest Rate	Amount		Amount*		Amount		Amount*		Maturity Date
Convertible Note-Mr. McMahon (Note 13 (a))	4.0%	$	3,000	$	3,290	$	3,000	$	3,260	December 31, 2022
Convertible Note -SSSIG (Note 14 (a))	4.0%		1,252		1,313		1,252		1,301	February 8, 2020, in process of renewal
Convertible Note-SSSIG (Note 14 (a))	4.0%		250		253		250		250	November 25 2020
Convertible Note-Advantech (a)	8.0%		12,000		5,120		12,000		3,193	June 28, 2021
Senior Secured Convertible Note (b)	10.0%		850		542		850		348	August 22, 2020
Senior Secured Convertible Note (c)	10.0%		3,580		2,250		3,580		1,896	March 27, 2021
Senior Secured Convertible Note (d)	4.0%		5,000		3,223		3,000		1,405	December 2020
Promissory Note (e)	6.0%		3,000		3,045		3,000		3,000	November 2020
Total		$	28,932		19,036	$	26,932		14,653
Less: Current portion					10,626				8,013
Long-term Note, less current portion				$	8,410			$	6,640

Summary of Future maturities of long-term debt

	Principal		Interest
2020	$	9,100	$	9,658
2021		19,832		4,415
Total	$	28,932	$	14,073

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Goodwill and Intangible Assets - Amortizing and Indefinite lived intangible assets (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Amortizing Intangible Assets
Total amortization to be recognized	$ 51,542
Indefinite lived intangible assets
Gross Carry Amount	54,264	$ 54,993
Accumulated Amortization	(2,722)	(2,275)
Impairment Loss	0	0
Net Balance	51,542	52,718
Total intangible assets
Gross Carry Amount	54,317	55,046
Accumulated Amortization	(2,722)	(2,275)
Impairment Loss	0	0
Net Balance	51,595	52,771
Software and licenses
Amortizing Intangible Assets
Gross Carry Amount	97	97
Accumulated Amortization	(97)	(97)
Impairment Loss	0	0
Total amortization to be recognized	$ 0	0
SolidOpinion Ip
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	3 years 10 months 24 days
Gross Carry Amount	$ 4,655	4,655
Accumulated Amortization	(1,009)	(776)
Impairment Loss	0	0
Total amortization to be recognized	3,646	3,879
Fintalk Intangible Assets [Member]
Amortizing Intangible Assets
Gross Carry Amount	635	635
Accumulated Amortization	(635)	(635)
Impairment Loss	0	0
Total amortization to be recognized	$ 0	0
Influencer network
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	8 years 4 months 24 days
Gross Carry Amount	$ 1,980	1,980
Accumulated Amortization	(314)	(264)
Impairment Loss	0	0
Total amortization to be recognized	$ 1,666	1,716
Customer contract
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	1 year 4 months 24 days
Gross Carry Amount	$ 500	500
Accumulated Amortization	(264)	(222)
Impairment Loss	0	0
Total amortization to be recognized	$ 236	278
Continuing Membership Agreements [Member]
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	19 years 3 months 18 days
Gross Carry Amount	$ 8,255	8,255
Accumulated Amortization	(310)	(206)
Impairment Loss	0	0
Total amortization to be recognized	$ 7,945	8,049
Customer Lists [Member]
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	2 years 3 months 18 days
Gross Carry Amount	$ 59	59
Accumulated Amortization	(15)	(10)
Impairment Loss	0	0
Total amortization to be recognized	$ 44	49
Trade name
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	13 years 4 months 24 days
Gross Carry Amount	$ 110	110
Accumulated Amortization	(12)	(10)
Impairment Loss	0	0
Total amortization to be recognized	$ 98	100
Technology platform
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	5 years 4 months 24 days
Gross Carry Amount	$ 290	290
Accumulated Amortization	(66)	(55)
Impairment Loss	0	0
Total amortization to be recognized	$ 224	235
Land
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	99 years
Gross Carry Amount	$ 25,739	27,079
Accumulated Amortization	0	0
Impairment Loss	0	0
Total amortization to be recognized	$ 25,739	27,079
Marketing and Distribution Agreement [Member]
Amortizing Intangible Assets
Weighted Average Remaining Useful Life (in years)	20 years
Gross Carry Amount	$ 11,944	11,333
Accumulated Amortization	0	0
Impairment Loss	0	0
Total amortization to be recognized	11,944	11,333
Website name
Indefinite lived intangible assets
Gross Carry Amount	25	25
Accumulated Amortization	0	0
Impairment Loss	0	0
Net Balance	25	25
Patent
Indefinite lived intangible assets
Gross Carry Amount	28	28
Accumulated Amortization	0	0
Impairment Loss	0	0
Net Balance	$ 28	$ 28

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Property and Equipment, net (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Property and Equipment net
Total property and equipment	$ 735	$ 746
Less: accumulated depreciation	(381)	(368)
Property and equipment, net	355	378
Fintech Village
Property and Equipment net
Property and equipment, net	12,916	12,939
Furnitures and office equipment
Property and Equipment net
Total property and equipment	462	441
Vehicle
Property and Equipment net
Total property and equipment	61	62
Leasehold improvements
Property and Equipment net
Total property and equipment	212	243
Land | Fintech Village
Property and Equipment net
Property and equipment, net	3,043	3,043
Building | Fintech Village
Property and Equipment net
Property and equipment, net	309	309
Assets retirement obligations - environmental remediation | Fintech Village
Property and Equipment net
Property and equipment, net	6,496	6,496
Capitalized direct development cost | Fintech Village
Property and Equipment net
Property and equipment, net	2,714	2,713
Construction in progress (Fintech Village) | Fintech Village
Property and Equipment net
Property and equipment, net	$ 12,562	$ 12,561

XML

Related party Transactions - Additional Information (Details) item in Millions		1 Months Ended	3 Months Ended			12 Months Ended
	Feb. 20, 2019 USD ($)	Nov. 30, 2019 USD ($)	Mar. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($)	Mar. 31, 2019 USD ($) item	Dec. 31, 2019 USD ($)	Oct. 29, 2019 $ / item	Oct. 28, 2019 $ / item
Related Party Transaction [Line Items]
Intangible assets, net			$ 51,595,000	$ 52,771,000		$ 52,771,000
Long term investment			22,618,000	22,621,000		22,621,000
Salary, severance and expenses	$ 800,000				$ 600,000
Due to other related parties				200,000		200,000
Impairment loss				61,100,000
Due to Related Parties, Current			1,842,000	3,962,000		3,962,000
GTBs
Related Party Transaction [Line Items]
Quoted price | $ / item							1.84	17.00
Impairment loss						0.23
Selling, general and administrative expenses
Related Party Transaction [Line Items]
Salary, severance and expenses			800,000
Borrowing from Dr. Wu. and his affiliates
Related Party Transaction [Line Items]
Short-term Debt			2,500,000
Digital asset management services [Member]
Related Party Transaction [Line Items]
Assets sold under agreements carrying amount				$ 7,100,000		$ 7,100,000
Digital asset management services [Member] | Measurement Input, Discount Rate [Member]
Related Party Transaction [Line Items]
Estimated value of GTB				76		76
Digital asset management services [Member] | Expected term [Member]
Related Party Transaction [Line Items]
Estimated value of GTB				3.0		3.0
Digital asset management services [Member] | Expected volatility [Member]
Related Party Transaction [Line Items]
Estimated value of GTB				155		155
Digital asset management services [Member] | Expected dividend yield [Member]
Related Party Transaction [Line Items]
Estimated value of GTB				0		0
Digital asset management services [Member] | Risk free interest rate [Member]
Related Party Transaction [Line Items]
Estimated value of GTB				2.25		2.25
Digital asset management services [Member] | Level II
Related Party Transaction [Line Items]
Consideration on sale of assets						$ 40,700,000
Shenma
Related Party Transaction [Line Items]
Consideration on sale of assets		$ 4,900,000
Payment of first installment		$ 500,000
Percentage of ownership interest acquired		1.72%
Beijing Financial Holdings Limited | Amount due to related parties
Related Party Transaction [Line Items]
Due to Related Parties, Current			$ 400,000
Beijing Financial Holdings Limited | Other current liabilities
Related Party Transaction [Line Items]
Due to Related Parties, Current				$ 700,000		$ 700,000
Beijing Financial Holdings Limited | Mobile Energy Group
Related Party Transaction [Line Items]
Common shares | shares			10,000
GTD
Related Party Transaction [Line Items]
Assets sold under agreements carrying amount					$ 20,400,000
Number of GTB received for services provided to GTD | item					1.3
GTD | Animation copy right
Related Party Transaction [Line Items]
Intangible assets, net					$ 200,000
GTD | License content
Related Party Transaction [Line Items]
Licensed content					17,000,000
GTD | Nanjing Shengyi Network Technology Co., Ltd
Related Party Transaction [Line Items]
Long term investment					$ 3,200,000
GTD | Nanjing Shengyi Network Technology Co., Ltd | Ideanomics, Inc [Member]
Related Party Transaction [Line Items]
Percentage of ownership interest					13.00%

XML

Fair Value Measurements - Reconciliation of Level 3 fair value measurements (Details) - Acquisition earn-out liability $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
January 1, 2020	$ 7,311
Settlement	(6,747)
Remeasurement (loss)/gain recognized in the income statement	532
March 31, 2020	$ 1,096

XML

Share-Based Compensation - Summary of Unvested Restricted Shares (Details ) - Restricted Stock	3 Months Ended
	Mar. 31, 2020 $ / shares shares
Shares
Non-vested restricted shares outstanding at January 1, 2020 | shares	55,086
Granted | shares	0
Forfeited | shares	0
Vested | shares	0
Non-vested restricted shares outstanding at March 31, 2020 | shares	55,086
Weighted-average fair value
Non-vested restricted shares outstanding at January 1, 2020 | $ / shares	$ 2.38
Granted | $ / shares	0.00
Forfeited | $ / shares	0.00
Vested | $ / shares	0.00
Non-vested restricted shares outstanding at March 31, 2020 | $ / shares	$ 2.38

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Sep. 30, 2019
Fair Value Measurements
Acquisition earn-out liability		$ 1,096
Level I
Fair Value Measurements
Acquisition earn-out liability	$ 0
Level II
Fair Value Measurements
Acquisition earn-out liability	0
Level III
Fair Value Measurements
Acquisition earn-out liability	$ 1,096

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Property and Equipment, net

3 Months Ended

Mar. 31, 2020

Property and Equipment, net

Property and Equipment, net

Note 8.    Property and Equipment, net

The following table summarizes the Company’s property and equipment (in thousands):

	March 31,		December 31,
	2020		2019
Furniture and office equipment	$	462	$	441
Vehicle		61		62
Leasehold improvements		212		243
Total property and equipment		735		746
Less: accumulated depreciation		(381)		(368)
Property and equipment, net		355		378
Fintech Village
Land		3,043		3,043
Building		309		309
Assets retirement obligations – environmental remediation		6,496		6,496
Capitalized direct development cost		2,714		2,713
Construction in progress (Fintech Village)		12,562		12,561
Property and Equipment, net	$	12,916	$	12,939

The Company recorded depreciation expense of $31,536 and $16,609 , which is included in its operating expense, for the three months ended March 31, 2020 and 2019, respectively.

Global Headquarters for Technology and Innovation in Connecticut (“Fintech Village”)

The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The following table summarizes the activity in the asset retirement obligation for the three months ended March 31, 2020 (in thousands):

	January 1,	Liabilities		Remediation		Accretion				March 31,
	2020	Incurred		Performed		Expense		Revisions		2020
Asset retirement obligation	$ 5,094	$	—	$	—	$	—	$	—	$	5,094

The Company capitalized direct costs incurred on Fintech Village and the capitalized cost is recorded as part of Construction in progress. Capitalized costs were $2.7 million and $2.7 million as of March 31, 2020 and December 31, 2019, respectively, and are primarily related to legal and architect costs.

The Company has identified Fintech Village as a non-core asset and is evaluating its strategies for divesting of this asset.

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Revenue

3 Months Ended

Mar. 31, 2020

Revenue

Revenue

Note 4.    Revenue

The following table summarizes the Company's revenues disaggregated by revenue source, geography (based on the Company's business locations), and timing of revenue recognition (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Geographic Markets
Malaysia	$	3	$	-
USA		323		26,946
China		52		-
Total	$	378	$	26,946
Product or Service
Digital asset management services	$	—	$	26,600
Digital advertising services and other		323		346
Electric vehicles		55		—
Total	$	378	$	26,946
Timing of Revenue Recognition
Products transferred at a point in time	$	378	$	346
Services provided over time		—		26,600
Total	$	378	$	26,946

* The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions.

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Promissory Notes

3 Months Ended

Mar. 31, 2020

Promissory Notes

Promissory Notes

Note 12.   Promissory Notes

The following table summarizes the outstanding promissory notes as of March 31, 2020 and December 31, 2019 (dollars in thousands):

		March 31,				December 31,
		2020				2019
		Principal		Carrying		Principal		Carrying
	Interest Rate	Amount		Amount*		Amount		Amount*		Maturity Date
Convertible Note-Mr. McMahon (Note 13 (a))	4.0%	$	3,000	$	3,290	$	3,000	$	3,260	December 31, 2022
Convertible Note -SSSIG (Note 14 (a))	4.0%		1,252		1,313		1,252		1,301	February 8, 2020, in process of renewal
Convertible Note-SSSIG (Note 14 (a))	4.0%		250		253		250		250	November 25 2020
Convertible Note-Advantech (a)	8.0%		12,000		5,120		12,000		3,193	June 28, 2021
Senior Secured Convertible Note (b)	10.0%		850		542		850		348	August 22, 2020
Senior Secured Convertible Note (c)	10.0%		3,580		2,250		3,580		1,896	March 27, 2021
Senior Secured Convertible Note (d)	4.0%		5,000		3,223		3,000		1,405	December 2020
Promissory Note (e)	6.0%		3,000		3,045		3,000		3,000	November 2020
Total		$	28,932		19,036	$	26,932		14,653
Less: Current portion					10,626				8,013
Long-term Note, less current portion				$	8,410			$	6,640

*Carrying amount includes the accrued interest.

The following table summarizes future maturities of long-term debt, contractual obligations for interest, as well as projected interest expense resulting from the amortization of debt discounts as of March 31, 2020 (in thousands):

	Principal		Interest
2020	$	9,100	$	9,658
2021		19,832		4,415
Total	$	28,932	$	14,073

As of March 31, 2020 and December 31, 2019, the Company was in compliance with all ratios and covenants.

(a) $12.0 Million Convertible Note – Advantech

On June 28, 2018, the Company entered into a convertible note purchase agreement with Advantech Capital Investment II Limited (“Advantech”) in the aggregate principal amount of $12.0 million (the “Advantech Note.”) The Advantech Note bears interest at a rate of 8.0% and matures on June 28, 2021, and is convertible into the shares of the Company’s common stock at a stated conversion price, subject to adjustment if subsequent equity shares have a lower conversion price (“down round provision.”) The stated conversion price was initially $1.82 per share, which was subsequently reset to $1.00 in October 2019 due to the down round provision and subsequent equity issuances at $1.00.  

The Company received aggregate gross proceeds of $12.0 million, net of $34,133 for the issuance expenses paid by Advantech.

Down Round Price Adjustment on October 30, 2019

As a result of the additional financing on October 30, 2019, the conversion price of the Advantech Note was reduced from $1.84 to $1.00.  The initial difference between the conversion price and the fair value of the common stock on the commitment date resulted in a beneficial conversion feature (“BCF”) recorded of $1.4 million and increased by $10.6 million due to the down round provision adjustment in October 2019.

For the three months ended March 31, 2020 and 2019, total interest expense recognized was $1.9 million and $0.4 million, respectively. The carrying amounts as of March 31, 2020 and December 31, 2019 are reflected net of discounts of $3.4 million and $1.8 million, respectively, associated with the BCF of the Advantech Note. This amount is being amortized based on the effective interest method through the first demand redemption date as applicable.

The agreement also requires the Company to comply with certain covenants, including restrictions on the use of the proceeds and other conditions of the convertible note offering.

(b) $2.05 Million Senior Secured Convertible Debenture due in August 2020 - ID Venturas 7

On February 22, 2019, the Company executed a security purchase agreement with ID Venturas 7, LLC (“IDV”), whereby the Company issued $2.1 million of senior secured convertible note (“February IDV Note”). The February IDV Note bears interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and matures on August 22, 2020. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price, (3) 1.2 million shares of common stock of the Company; and (4) a warrant exercisable for 1.6 million shares of common stock which the February IDV Note is convertible into at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years.

The Company received aggregate gross proceeds of $2.0 million, net of $50,000 for the issuance expenses paid by IDV. Total funds received were allocated to the February IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470, Debt (“ASC 470.”) The fair value of the February IDV Note and common shares was based on the closing price of the Company’s common stock on February 22, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 111.83% and an interest rate of 2.48%.  The fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the February IDV Note. The Company recognized a BCF of $0.6 million as an increase in additional paid-in capital and corresponding discount on the carrying amount of the February IDV Note, which was the fair value of the common shares at the commitment date for the February IDV Note, less the effective conversion price.

Interest on the February IDV Note is payable quarterly starting from April 1, 2019. The February IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the February IDV Note plus additional warrants and accrued and unpaid interest to the date of redemption.

The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion.

The security purchase agreement contains customary representations, warranties and covenants. The February IDV Note was collateralized by the Company’s equity interest in Grapevine and the Company had the right to request the removal of the guarantee and collateral by the issuance of additional 250,000 shares of common stock.

Modification/Extinguishment

On September 27, 2019, the Company issued 250,000 shares of common stock to IDV in exchange for the release of Grapevine as collateral. The issuance of the common shares in exchange for the removal of collateral was treated as a modification of the February IDV Note pursuant to the guidance of ASC 470. The Company concluded that the February IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.8 million of the February IDV Note was written off and the amended note was recorded at its fair value of $1.7 million. The Company recognized a non-cash loss on extinguishment of debt in the amount of $1.2 million and the intrinsic value of reacquisition of BCF is zero as of September 27, 2019.

Down Round Price Adjustment on October 30, 2019

As a result of the additional financing on October 30, 2019, the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the February IDV Note and the exercise price of the warrants from $1.84 to $1.00. The Company recognized $1.4 million of remeasured BCF as an increase in additional paid- in capital and a corresponding discount on the carrying amount of the February IDV Note and $0.2 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants. The fair value of the adjusted warrants was determined using the Black-Scholes option-pricing model based on the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 112.0%, and an interest rate of 2.48%. This resulted in a BCF of $1.4 million.

Conversion

During the three months ended December 31, 2019, $1.2 million of the February IDV Note, plus interest, were converted into 1.2 million shares of common stock of the Company. As a result of the conversions, the Company recognized interest expense of $1.0 million with a corresponding adjustment to debt discount.

The discounts on the February IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the February IDV Note. As of March 31, 2020, and December 31, 2019, the carrying amount is reflected net of discounts of $0.5 million and $0.6 million, respectively. Total interest expense recognized was $0.2 million and $0.3 million for the three months ended March 31, 2020 and 2019, respectively.

(c) $3.58 Million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7

On September 27, 2019, the Company executed a security purchase agreement with IDV (“IDV September Agreement”), whereby the Company issued $2.5 million of senior secured convertible note in September (“September IDV Note”) and issued an additional $1.1 million of secured convertible notes subsequently based on additional investment rights in the IDV September Agreement. The September IDV Notes bear interest at a rate of 10.0% per year payable either in cash or in kind at the option of the Company on a quarterly basis and mature on March 27, 2021. In addition, IDV is entitled to the following: (1) the convertible note is senior secured; (2) convertible at an adjusted $1.00 (original $1.84) per share of Company common stock at the option of IDV, subject to adjustments if subsequent equity shares have a lower conversion price, (3) 1.5 million shares of common stock of the Company, and (4) a warrant exercisable for 4.7 million shares of common stock at an exercise price of $1.00 (original $1.84) per share and will expire in 7 years, which was extended from 5 years.

The Company received net proceeds of $3.5 million (aggregate gross proceeds of $3.6 million, net of $65,000 for the issuance expenses paid to IDV). Total gross proceeds were allocated to the September IDV Note, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the September IDV Note and common shares was based on the closing price of the common stock on September 27, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years, expected dividend rate of 0%, volatility of 122.44% and an average interest rate of 1.66%.  The fair value of the warrants was recorded as additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note. The Company recognized a BCF as a discount on September IDV Note at its intrinsic value, which was the fair value of the common shares at the commitment date, less the effective conversion price. The Company recognized $1.3 million of BCF in total as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note.

The September IDV Note is redeemable at the option of the Company in whole at an initial redemption price of the principal amount of the September IDV Note plus additional warrants and accrued and unpaid interest to the date of redemption.

The security purchase agreement contains customary representations, warranties and covenants. The September IDV Note is collateralized by the Company’s equity interest in DBOT.

The Company is also subject to penalty fee at 8.0% per annum for late payments of interests and compensation for the loss of IDV on failure to timely deliver conversion shares upon conversion.

Down Round Price Adjustment on October 30, 2019

On October 29, 2019 the Company entered into a letter agreement with IDV pursuant to which the Company agreed to reduce the conversion price of the debentures and the exercise price of the warrants from $1.84 to $1.00 for the February IDV Note and the September IDV Note due to the lower conversion price and exercise price agreed in the additional issuance in October, 2019. The Company recognized $0.2 million of remeasured BCF as an increase in additional paid-in capital and corresponding discount on the carrying amount of the September IDV Note and $0.1 million of deemed dividend on warrant repricing for the difference between the fair value of the unadjusted warrants and adjusted warrants.

The discount on the September IDV Note for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the September IDV Note. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $2.2 million and $1.8 million, respectively. Total interest expense recognized was $0.4 million for the three months ended March 31, 2020.

Additional Issuance for No Additional Consideration - Consent of IDV for Subsequent Financing with YA II PN

On December 19, 2019, the Company executed an additional issuance agreement with IDV, pursuant to which the Company obtained a consent from IDV for subsequent financing with YA II PN in exchange for: (1) 2.0 million shares of the Company’s common stock; (2) the warrant to purchase 1.0 million shares of the Company’s common stock at an exercise price of $1.00 with a 7 year term in the form of prior warrants issued to IDV; and (3) a 2 year extension of the exercise period for all outstanding warrants held by IDV.

The additional issuance above and the exercise period extension in exchange for the consent was treated as a modification of the September IDV Note pursuant to the guidance of ASC 470. The Company concluded that the September IDV Note qualified for debt extinguishment as the 10.0% cash flow test was met. As a result, the carrying amount of $0.4 million of the September IDV Note was written off and the amended note was recorded at its fair value of $2.2 million along with a BCF at intrinsic value of $0.5 million. The Company measured and recognized the intrinsic value of the BCF at its reacquisition price $0.5 million on December 19, 2019 and recognized a non-cash loss on extinguishment of debt in the amount of $2.7 million in accordance with ASC 470. In addition, the Company recognized a deemed dividend of $0.5 million for the extension of exercise period for all applicable warrants issued to IDV.

(d) $5.0 Million Senior Secured Convertible Debenture due in December 2020 - YA II PN

On December 19, 2019, the Company completed the initial closing with respect to a securities purchase agreement with YA II PN, Ltd, a company incorporated under the laws of the Cayman Islands (“YA II PN”), where YA II PN has agreed to purchase from the Company up to $5.0 million (with 4% discount) in units consisting of secured convertible debentures (the “Convertible Debentures”), which shall be convertible into shares of the Company’s common stock at lower of: (1) $1.50 per share, or (2) 90% of the lowest 10 day volume weighted average price (“VWAP”) with a floor price at $1.00, subject to adjustments if subsequent equity shares have a lower conversion price, and shares of the Company’s common stock. The purchase and sale of the units shall take place in three closings:

1. First Closing: $2.0 million of Convertible Debentures and 1.4 million shares of common stock closed on December 19, 2019;

2. Second Closing $1.0 million of Convertible Debentures and 0.7 million shares of common stock closed on December 31, 2019 upon filing the registration statement; and

3. Third Closing: $2.0 million of Convertible Debentures and 1.4 million shares of common stock closed on February 13, 2020 when such registration statement was declared effective by the SEC.

The Convertible Note matures in December 2020 and accrues interest at an 4.0% interest rate. YA II PN also received: (1) a warrant (the “Warrant I”) exercisable for 1.7 million shares of common stock at $1.50 with an expiration date 60 months from the date of the agreement, and (2) a warrant (the “Warrant II”) exercisable for 1.0 million shares of common stock at $1.00 with an expiration date of 12 months from the date of the agreement.

The Company received aggregate gross proceeds of $2.9 million (net of $0.1 million discount) as of December 31, 2019 and received $2.0 million in February 2020. Total funds received were allocated to the Convertible Debentures, common shares and warrants based on their relative fair values in accordance with ASC 470. The fair value of the Convertible Debentures and common shares was based on the closing price of the common stock on December 19, 2019. The fair value of the warrants was determined using the Black-Scholes option-pricing model, with the following assumptions: expected life of 5 years (1 year for Warrant II), expected dividend rate of 0%, volatility of 122.44% and an interest rate of 1.66% (1.54% for Warrant II). The fair value of the warrants was recorded as additional paid-in capital and a corresponding discount on the carrying amount of the Convertible Debentures. There was no BCF because its intrinsic value is zero since the stock price of the common shares at the commitment date for the Convertible Debentures is greater than the effective conversion price.

The Convertible Debentures are redeemable at the option of the Company in whole or in part at an initial redemption price of the principal amount of the Convertible Debentures plus a redemption premium equal to 15% of the amount being redeemed and accrued and unpaid interest to the date of redemption. The security purchase agreement contains customary representations, warranties and covenants.

The discounts on the Convertible Debentures for the warrants and BCF are being amortized to interest expense, using the effective interest method, over the term of the Convertible Debentures. As of March 31, 2020 and December 31, 2019, the carrying amount is reflected net of discounts of $3.2 million and $1.0 million, respectively. Total interest expense recognized was $0.5 million for the three months ended March 31, 2020.

(e) $3.0 Million Promissory Note due in November 2020 – New Castle County

On November 25, 2015, DBOT, the subsidiary which the Company acquired in 2019, entered into a promissory note with New Castle County, a political subdivision of the State of Delaware in the aggregate principal amount of $3.0 million (the “New Castle County Notes”). The New Castle County Notes bear interest at a rate of 6.0%, and mature on November 25, 2020. For the three months ended March 31, 2020, the Company recorded interest expense of $0.5 million related to the Note. The agreement also requires the Company to comply with certain covenants, including restrictions on new indebtedness offering and liens.

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Accounts Receivable (Tables)

3 Months Ended

Mar. 31, 2020

Accounts Receivable

Schedule of Mobile Energy Group (formerly Wecast Services) business accounts receivable

The following table summarizes the Company’s accounts receivable (in thousands):

	March 31,		December 31,
	2020		2019
Accounts receivable, gross	$	1,833	$	2,405
Less: allowance for doubtful accounts		—		—
Accounts receivable, net	$	1,833	$	2,405

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Leases (Tables)

3 Months Ended

Mar. 31, 2020

Leases

Schedule of components of lease expense

The following table summarizes the  components of lease expense (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Operating lease cost	$	487	$	602
Short-term lease cost		85		15
Sublease income		(32)		—
Total	$	540	$	617

The following table summarizes supplemental information related to leases (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	553	$	259
Right of use assets obtained in exchange for new operating lease liabilities		322		—

Schedule of maturity of operating lease liability

The following table summarizes the maturity of operating lease liabilities (in thousands):

	Leased Property
Years ending December 31	Costs
2020	$	1,345
2021		1,435
2022		1,423
2023		1,474
2024		1,504
2025 and thereafter		1,874
Total lease payments		9,055
Less: Interest		(1,756)
Total	$	7,299

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Goodwill and Intangible Assets - Expected amortization expenses (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Goodwill and Intangible Assets
2020 (excluding the three months ended March 31, 2020)	$ 1,761
2021	2,578
2022	2,457
2023	2,448
2024	1,672
2025 and thereafter	40,626
Total amortization to be recognized	$ 51,542

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Property and Equipment net - Asset retirement obligation (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Property and Equipment, net
Asset Retirement Obligation, Beginning Balance	$ 5,094
Liabilities Incurred	0
Redediation performed	0
Accretion Expense	0
Revisions	0
Asset Retirement Obligation, Ending Balance	$ 5,094

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Income Taxes - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Loss Carryforwards [Line Items]
U.S domestic cumulative tax loss carryforwards	$ 87,500,000
Foreign cumulative tax loss carryforwards	29,700,000
Income tax benefit (expense)	0	$ (86,000)
Income tax expense related to current operations	$ 4.7
Benefit from reduction in deferred tax valuation allowance		$ 4.8
Effective income tax rate		(1.00%)
Valuation allowance (percentage)	100.00%
Unrecognized tax benefit	$ 0	$ 0
Grapevine Logic, Inc. ("Grapevine")
Operating Loss Carryforwards [Line Items]
Income tax benefit (expense)	$ 0	$ (100,000)

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Related Party Transactions (Details) - USD ($)				3 Months Ended
	Nov. 25, 2019	Feb. 08, 2019	May 10, 2012	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019	Dec. 19, 2019	Oct. 29, 2019
Related Party Transaction [Line Items]
Amount due to related parties				$ 1,842,000			$ 3,962,000
Principal amount				28,932,000			26,932,000
Interest rate of convertible note						4.00%		10.00%
Conversion price of note convertible								$ 1.00	$ 1.84
Mr. Shane McMahon | Convertible Note
Related Party Transaction [Line Items]
Amount due to related parties			$ 3,000,000
Principal amount			$ 3,000,000
Interest rate of convertible note			4.00%
Conversion price of note convertible			$ 1.75
Conversion price of convertible note after amendment			$ 1.5
Maturity date of the note			Dec. 31, 2021
Interest expense				29,589	$ 29,589
Interest payable				300,000			$ 300,000
Bruno Wu ("Mr.Wu") | $2.5 Million Convertible Promissory Note | SSSIG
Related Party Transaction [Line Items]
Principal amount		$ 2,500,000
Interest rate of convertible note		4.00%
Conversion price of note convertible		$ 1.83
Maturity date of the note		Feb. 08, 2020
Interest expense				10,617	$ 12,489
Principal amount of convertible note received				1,300,000
Convertible promissory note amount not received				1,200,000
Bruno Wu ("Mr.Wu") | $1.0 Million Convertible Promissory Note | SSSIG
Related Party Transaction [Line Items]
Principal amount	$ 1,000,000
Interest rate of convertible note	4.00%
Conversion price of note convertible	$ 1.25
Maturity date of the note	Nov. 25, 2021
Interest expense				3,493,000
Principal amount of convertible note received				$ 250,000

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Fair Value Measurements - Significant inputs and assumptions (Details)	Mar. 31, 2020	Dec. 31, 2019
Risk free interest rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, measurement input	0.1	1.6
Expected volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, measurement input	30	30
Expected term [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, measurement input	0.08	0.25
Expected dividend yield [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration liability, measurement input	0	0

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Share-Based Compensation - Summary of Warrants (Details) - $ / shares	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding and Exercisable	7,995,906	8,995,906
Exercise price of warrants	$ 1.10
$2.05 million IDV
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding and Exercisable	1,671,196	1,671,196
Exercise price of warrants	$ 1.00
Expiration Date	Feb. 22, 2026
$3.58 million IDV
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding and Exercisable	4,658,043	4,658,043
Exercise price of warrants	$ 1.00
Expiration Date	Sep. 27, 2026
$5.0 million YA II PN
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding and Exercisable	1,666,667	1,666,667
Exercise price of warrants	$ 1.50
Expiration Date	Dec. 13, 2024
$5.0 million YA II PN*
Class of Warrant or Right [Line Items]
Number of Warrants Outstanding and Exercisable	0	1,000,000
Exercise price of warrants	$ 1.00
Expiration Date	Dec. 31, 2020

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Nature of Operations and Summary of Significant Accounting Policies (Details) - shares	3 Months Ended
	Mar. 31, 2020	Sep. 30, 2019
Mobile Energy Group, Formerly We Cast Services [Member]
Business Acquisition [Line Items]
Number of common shares to be purchased pursuant to agreement	10,000
Percentage of equity ownership	20.00%
DBOT
Business Acquisition [Line Items]
Percentage of equity ownership		90.00%

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Acquisitions and Divestitures - Acquisition of Tree Technologies Sdn. Bhd. (Details) $ / shares in Units, $ in Thousands, shares in Millions		1 Months Ended
	Dec. 26, 2019 USD ($) area $ / shares shares	Jun. 30, 2019 shares	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)
Acquisitions and Divestitures
Number of common stock issued | shares		0.6
Fair value of assets acquired and liabilities
Goodwill			$ 10,789	$ 23,344	$ 705
Tree Technologies
Acquisitions and Divestitures
Percentage of voting equity interests acquired	51.00%
Cash paid to acquire entity	$ 900
Number of common stock issued | shares	9.5
Maximum earnout over three years	$ 32,000
Preliminary fair value of earnout estimated	$ 15,500
Share Price | $ / shares	$ 0.82
Percentage of weighted average cost of capital	15.00%
Number Of Acres Acquired | area	250
Fair value of assets acquired and liabilities
Land use rights	$ 27,140
Accounts payable	(743)
Noncontrolling interest	(15,583)
Goodwill	803
Marketing and distribution agreement	12,590
Fair value of assets acquired and liabilities assumed	$ 24,207

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Promissory Notes (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Short-term Debt [Line Items]
Principal amount	$ 28,932	$ 26,932
Carrying amount	19,036	14,653
Long-term Note	$ 28,932
Advantech Capital Investment II Limited
Short-term Debt [Line Items]
Interest rate	8.00%
Principal amount	$ 12,000	12,000
Carrying amount	5,120	3,193
Convertible Note
Short-term Debt [Line Items]
Short-term Note	10,626	8,013
Long-term Note	$ 8,410	6,640
Convertible Note | Mr.McMahon
Short-term Debt [Line Items]
Interest rate	4.00%
Principal amount	$ 3,000	3,000
Carrying amount	$ 3,290	3,260
Convertible Note With Maturity February 8, 2020 | SSSIG
Short-term Debt [Line Items]
Interest rate	4.00%
Principal amount	$ 1,252	1,252
Carrying amount	$ 1,313	1,301
Convertible Note With Maturity November 25, 2020 | SSSIG
Short-term Debt [Line Items]
Interest rate	4.00%
Principal amount	$ 250	250
Carrying amount	$ 253	250
Senior Secured Convertible Note (b)
Short-term Debt [Line Items]
Interest rate	10.00%
Principal amount	$ 850	850
Carrying amount	$ 542	348
Senior Secured Convertible Note (c)
Short-term Debt [Line Items]
Interest rate	10.00%
Principal amount	$ 3,580	3,580
Carrying amount	$ 2,250	1,896
Senior Secured Convertible Note (d)
Short-term Debt [Line Items]
Interest rate	4.00%
Principal amount	$ 5,000	3,000
Carrying amount	$ 3,223	1,405
Promissory Note (e)
Short-term Debt [Line Items]
Interest rate	6.00%
Principal amount	$ 3,000	3,000
Carrying amount	$ 3,045	$ 3,000

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Long-term Investments - Equity method investments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Schedule Of Equity Method Investment [Roll Forward]
Beginning balance	$ 16,654,000
Addiition	0
Income (loss) on investment	(3,000)
Impairment loss	0	$ 0
Foreign currency translation adjustments	0
Ending balance	16,651,000
BDCG
Schedule Of Equity Method Investment [Roll Forward]
Beginning balance	9,800,000
Addiition	0
Income (loss) on investment	0
Impairment loss	0
Foreign currency translation adjustments	0
Ending balance	9,800,000
Glory
Schedule Of Equity Method Investment [Roll Forward]
Beginning balance	6,854,000
Addiition	0
Income (loss) on investment	(3,000)
Impairment loss	0
Foreign currency translation adjustments	0
Ending balance	$ 6,851,000

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Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest - Additional Information (Details) $ / shares in Units, ¥ in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 CNY (¥) shares	Mar. 31, 2020 USD ($)	Mar. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 $ / shares shares	Mar. 05, 2019 shares
Stockholders Equity [Line Items]
Common stock, shares authorized	1,500,000,000		1,500,000,000	1,500,000,000
Common stock, par value (in dollars per share) | $ / shares			$ 0.001	$ 0.001
Common shares kept in escrow account					25,500,000
Qingdao Xingyang City Investment [Member]
Stockholders Equity [Line Items]
Capital subscription agreement	¥ 200.0		$ 28.0
First capital contribution | ¥	50.0
Remaining capital contribution	150.0	$ 21.0
Installments of remaining capital contribution | ¥	¥ 50.0
Dividend rate	6.00%	6.00%
Convertible preferred stock
Stockholders Equity [Line Items]
Preferred stock, shares authorized	50,000,000		50,000,000
Preferred stock, par value (in dollars per share) | $ / shares			$ 0.001
Series A preferred stock
Stockholders Equity [Line Items]
Preferred stock, shares issued	7,000,000		7,000,000	7,000,000
Preferred stock, shares outstanding	7,000,000		7,000,000	7,000,000

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CONSOLIDATED STATEMENTS OF EQUITY - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings / Accumulated Deficit	Accumulated Other Comprehensive Loss	Ideanomics Shareholders' equity	Non - controlling Interest		Total
Balance at Dec. 31, 2018	$ 103	$ 195,780	$ (149,975)	$ (1,665)	$ 44,243	$ (1,031)		$ 43,212
Balance (in shares) at Dec. 31, 2018	102,766,006
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ 0	224	0	0	224	0		224
Common stock issuance for restricted shares	$ 0	0	0	0	0	0		0
Common stock issuance for restricted shares (in shares)	129,840
Common stock issuance for assets (SolidOpinion, Inc)	$ 5	7,150	0	0	7,155	0		7,155
Common stock issuance for assets (SolidOpinion, Inc) (in shares)	4,500,000
Common stock issuance for convertible debt	$ 1	2,049	0	0	2,050	0		2,050
Common stock issuance for convertible debt (In shares)	1,166,113
Net income (loss)	$ 0	0	19,927	0	19,927	(18)		19,909
Foreign currency translation adjustments, net of nil tax	0	0	0	172	172	(25)		147
Balance at Mar. 31, 2019	$ 109	205,203	(130,048)	(1,493)	73,771	(1,074)		72,697
Balance (in shares) at Mar. 31, 2019	108,561,959
Balance at Dec. 31, 2019	$ 150	282,554	(248,481)	(664)	33,559	25,178	[1]	58,737
Balance (in shares) at Dec. 31, 2019	149,692,953
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation	$ 0	2,202	0	0	2,202	0	[1]	2,202
Common stock issuance for professional fee		240			240			240
Common stock issuance for professional fee (in shares)	429,000
Common stock issuance for interest (ID Venturas)	$ 0	21	0	0	21	0	[1]	21
Common stock issuance for interest (ID Venturas) (in shares)	29,766
Common stock issuance for acquisition (DBOT)	$ 11	6,737	0	0	6,748	0	[1]	6,748
Common stock issuance for acquisition of DBOT (in shares)	10,883,668
Common stock issued for warrant exercised (YA II)	$ 1	999	0	0	1,000	0	[1]	1,000
Common stock issued for warrant exercised (YA II) (in shares)	1,000,000
Common stock issuance for convertible note (YA II)	$ 1	592			593			593
Common stock issuance for convertible note (YA II) (in shares)	1,424,658
Tree Technologies PPA adjustment						(11,454)	[1]	(11,454)
Non-controlling shareholder contribution (DBOT)						100	[1]	100
Net income (loss)			(12,348)		(12,348)	(378)	[1]	(12,726)
Foreign currency translation adjustments, net of nil tax	$ 0	0	0	(16)	(16)	22	[1]	6
Balance at Mar. 31, 2020	$ 163	$ 293,345	$ (260,829)	$ (680)	$ 31,999	$ 13,469	[1]	$ 45,468
Balance (in shares) at Mar. 31, 2020	163,460,045

[1] (    Excludes accretion of dividend for redeemable non-controlling interest.

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CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 5,914	$ 2,633
Accounts receivable, net (due from related parties were $1,688 and $2,284 as of March 31, 2020 and December 31, 2019, respectively)	1,833	2,405
Prepayments	477	572
Amount due from related parties	1,280	1,256
Other current assets	588	587
Total current assets	10,092	7,453
Property and equipment, net	355	378
Fintech Village	12,561	12,561
Intangible assets, net	51,595	52,771
Goodwill	10,789	23,344
Long-term investments	22,618	22,621
Operating lease right of use assets	6,051	6,934
Other non-current assets	883	883
Total assets	114,944	126,945
Current liabilities
Accounts payable	3,656	3,380
Deferred revenue	500	477
Accrued salaries	952	923
Amount due to related parties	1,842	3,962
Other current liabilities	6,029	6,466
Current portion of operating lease liabilities	1,289	1,113
Current acquisition earn-out liability	5,952	12,421
Promissory note-short term	3,045	3,000
Convertible promissory note due to third-parties	6,015	1,753
Convertible promissory note due to related parties	1,566	3,260
Total current liabilities	30,846	36,755
Asset retirement obligations	5,094	5,094
Convertible promissory note due to third parties-long term	5,120	5,089
Convertible promissory note due to related parties-long term	3,290	1,551
Operating lease liability-long term	6,010	6,222
Non-current acquisition earn-out liability	10,701	12,235
Total liabilities	61,061	66,946
Commitments and contingencies (Note 18)
Convertible redeemable preferred stock and Redeemable non-controlling interest:
Series A - 7,000,000 shares issued and outstanding, liquidation and deemed liquidation preference of $3,500,000 as of March 31, 2020 and December 31, 2019	1,262	1,262
Redeemable non-controlling interest	7,153	0
Equity:
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 000,000,000 shares and 149,692,953 shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	163	150
Additional paid-in capital	293,345	282,554
Accumulated deficit	(260,829)	(248,481)
Accumulated other comprehensive loss	(680)	(664)
Total IDEX shareholder's equity	31,999	33,559
Non-controlling interest	13,469	25,178
Total equity	45,468	58,737
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	$ 114,944	$ 126,945

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Fair Value Measurement

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

Fair Value Measurements

Note 20.     Fair Value Measurement

The following table summarizes information about the Company’s financial instruments measured at fair value on a recurring basis, grouped into Level 1 to 3 based on the degree to which the input to fair value is observable (in thousands):

	March 31, 2020
	Level I		Level II		Level III		Total
Acquisition earn-out liability1	$	—	$	—	$	1,096	$	1,096

Note

1   This represents the liability incurred in connection with the acquisition of DBOT shares during the third quarter of 2019 and as subsequently remeasured as of March 31, 2020 as disclosed in Note 6(c).

The fair value of the acquisition earn-out liability as of March 31, 2020 and December 31, 2019 was valued using the Black-Scholes Merton method.

The following table summarizes the significant inputs and assumptions used in the model:

	March 31, 2020		December 31, 2019
Risk-free interest rate	0.1	%	1.6	%
Expected volatility	30	%	30	%
Expected term	0.08years		0.25 years
Expected dividend yield	0	%	0	%

The significant unobservable inputs used in the fair value measurement of the acquisition earn-out liability includes the risk-free interest rate, expected volatility, expected term and expected dividend yield. Significant increases or decreases in any of those inputs in isolation would result in a significantly different fair value measurement.

The following table summarizes the reconciliation of Level 3 fair value measurements (in thousands):

	Acquisition
	Earn-out
	Liability
January 1, 2020	$	7,311
Settlement		(6,747)
Remeasurement (loss)/gain recognized in the income statement		532
March 31, 2020	$	1,096

The acquisition of Tree Technologies also resulted in an acquisition earn-out liability, initially recorded as $17.3 million and subsequently revised to $15.5 million upon the completion of acquisition accounting. As the business case upon which the acquisition earn-out liability was determined assumes that manufacturing and distribution commences in July, 2020, as of yet there have been no changes in conditions which would cause the remeasurement of this liability. Refer to Note 6(a) for additional information.

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Earnings (Loss) Per Common Share

3 Months Ended

Mar. 31, 2020

Earnings (Loss) Per Common Share

Earnings (Loss) Per Common Share

Note 16.     Earnings (Loss) Per Common Share

The following table summarizes the Company’s earnings (loss) per share for the three months ended March 31, 2020 and 2019 (USD in thousands, except per share amounts):

	Three Months Ended
	March 31,		March 31,
	2020		2019
Net earnings (loss) attributable to common stockholders	$	(12,348)	$	19,927
Interest expense attributable to convertible promissory notes		—		738
Net earnings (loss) assuming dilution	$	(12,348)	$	20,665
Basic weighted average common shares outstanding		157,859,642		105,345,673
Effect of dilutive securities
Convertible preferred shares- Series A		—		933,333
Convertible promissory notes		—		10,022,230
Diluted potential common shares		157,859,642		116,301,236
Earnings (loss) per share:
Basic	$	(0.08)	$	0.19
Diluted	$	(0.08)	$	0.18

Basic earnings (loss) per common share attributable to the Company’s shareholders is calculated by dividing the net loss attributable to the Company’s shareholders by the weighted average number of outstanding common shares during the period.

Diluted earnings (loss) per share is calculated by taking net loss, divided by the diluted weighted average common shares outstanding. Diluted net loss per share equals basic net loss per share because the effect of securities convertible into common shares is anti-dilutive.

The following table includes the number of shares that may be dilutive potential common shares in the future. The holders of these shares do not have a contractual obligation to share in the Company’s losses and thus these shares were not included in the computation of diluted loss per share because the effect was antidilutive. (in thousands)

	March 31,	December 31,
	2020	2019
Warrants	7,996	8,996
Options and RSUs	13,382	14,938
Series A Preferred Stock	933	933
DBOT contingent shares	818	8,501
Convertible promissory note and interest	24,218	21,678
Total	47,347	55,046

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Revenue (Tables)

3 Months Ended

Mar. 31, 2020

Revenue

Schedule of revenues disaggregated by revenue source, geography and timing of revenue recognition

The following table summarizes the Company's revenues disaggregated by revenue source, geography (based on the Company's business locations), and timing of revenue recognition (in thousands):

	Three Months Ended
	March 31, 2020		March 31, 2019
Geographic Markets
Malaysia	$	3	$	-
USA		323		26,946
China		52		-
Total	$	378	$	26,946
Product or Service
Digital asset management services	$	—	$	26,600
Digital advertising services and other		323		346
Electric vehicles		55		—
Total	$	378	$	26,946
Timing of Revenue Recognition
Products transferred at a point in time	$	378	$	346
Services provided over time		—		26,600
Total	$	378	$	26,946

* The EV revenues for the current quarter were recorded on an Agency (Net) basis because the Company acted as an agent rather than principal in these transactions.

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets

Schedule of changes in carrying amount of goodwill

Balance as of January 1, 2019	$	705
Acquisitions		22,639
Balance as of December 31, 2019		23,344
Measurement period adjustments		(12,513)
Effect of change in foreign currency exchange rates		(42)
Balance as of March 31, 2020	$	10,789

Schedule of amortizing and indefinite lived intangible assets

	March 31, 2020										December 31, 2019
	Weighted		Gross								Gross
	Average Remaining		Carrying		Accumulated		Impairment		Net		Carrying		Accumulated		Impairment		Net
	Useful Life		Amount		Amortization		Loss		Balance		Amount		Amortization		Loss		Balance
Amortizing Intangible Assets
Software and licenses		—	$	97	$	(97)	$	—	$	-	$	97	$	(97)	$	—	$	-
Solid Opinion IP (a)		3.9		4,655		(1,009)		—		3,646		4,655		(776)		—		3,879
Fintalk intangible assets (b)		-		635		(635)		—				635		(635)		—		-
Influencer network (c)		8.4		1,980		(314)		—		1,666		1,980		(264)		—		1,716
Customer contract (c)		1.4		500		(264)		—		236		500		(222)		—		278
Continuing membership agreement (d)		19.3		8,255		(310)		—		7,945		8,255		(206)		—		8,049
Customer list		2.3		59		(15)		—		44		59		(10)		—		49
Trade name (c)		13.4		110		(12)		—		98		110		(10)		—		100
Technology platform (c)		5.4		290		(66)		—		224		290		(55)		—		235
Land use rights (e)		99		25,739		—		—		25,739		27,079		—		—		27,079
Marketing and distribution agreement (e)		20		11,944		—		—		11,944		11,333		—		—		11,333
Total				54,264		(2,722)		—		51,542		54,993		(2,275)		—		52,718
Indefinite lived intangible assets
Website name				25		—		—		25		25		—		—		25
Patent				28		—		—		28		28		—		—		28
Total			$	54,317	$	(2,722)	$	—	$	51,595	$	55,046	$	(2,275)	$	—	$	52,771

(a) During the first quarter of 2019, the Company completed the acquisition of certain assets from SolidOpinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) will be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement. SolidOpinion has the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and were released in April 2020.

(b) In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million.  The Company issued 2.9 million common shares in June 2019 and completed the transaction.  In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million.

(c) During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b).

(d) During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 90.0 %. Intangible assets of $8.3 million were recognized on the date of acquisition. Refer to Note 6(c).

(e) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. Refer to Note 6(a) for additional information.

Schedule of amortization expense

	Amortization
	to be
Years ending December 31,	recognized
2020 (excluding the three months ended March 31, 2020)	$	1,761
2021		2,578
2022		2,457
2023		2,448
2024		1,672
2025 and thereafter		40,626
Total	$	51,542

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Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest (Tables)

3 Months Ended

Mar. 31, 2020

Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Summary of activity for the redeemable non-controlling interest

January 1, 2020	$	—
Initial investment		7,047
Accretion of dividend		106
Loss attributable to non-controlling interest		(80)
Adjustment to redemption value		80
March 31, 2020	$	7,153

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Long-term Investments

3 Months Ended

Mar. 31, 2020

Long-term Investments

Long-term Investments

Note 10.    Long-term Investments

The following table summarizes the Company's long-term investments(in thousands):

	March 31,		December 31,
	2020		2019
Non-marketable equity investments	$	5,967	$	5,967
Equity method investments		16,651		16,654
Total	$	22,618	$	22,621

Non-marketable equity investment

Non-marketable equity investments are investments in privately held companies without readily determinable fair values are carried at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.

The Company reviews its equity securities without readily determinable fair values on a regular basis to determine if the investment is impaired. For purposes of this assessment, the Company considers the investee’s cash position, earnings and revenue outlook, liquidity and management ownership, among other factors, in its review. If management’s assessment indicates that an impairment exists, the Company estimates the fair value of the equity investment and recognizes in current earnings an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on management's analysis of certain investment's performance, no impairment losses were recorded in the three months ended March 31, 2020 and 2019.

In the three months ended March 31, 2019, the Company sold one non-marketable equity investment with a carrying amount of $3.2 million for GTB and recognized no gain or loss on the sale. Refer to Note 14(b) for additional information.

Equity method investments

The following table summarizes the Company’s investment in companies accounted for using the equity method of accounting:

		March 31, 2020
						Income (loss)						Foreign currency
		January 1,				on		Impairment				translation		March 31,
		2020		Addition		investment		losses		Disposal		adjustments		2020
BDCG	(a)	$	9,800	$	—	$	—	$	—	$	—	$	—	$	9,800
Glory	(b)		6,854		—		(3)		—		—		—		6,851
Total		$	16,654	$	—	$	(3)	$	—	$	—	$	—	$	16,651

All the investments above are privately held companies; therefore, quoted market prices are not available. The Company has received no dividends from equity method investees in the three months ended March 31, 2020 and 2019.

(a)BBD Digital Capital Group Ltd. (“BDCG”)

In 2018, the Company signed a joint venture agreement, with two unrelated parties, to establish BDCG located in the United States for providing block chain services for financial or energy industries by utilizing artificial intelligence and big data technology in the United States. On April 24, 2018, the Company acquired 20.0% equity ownership in BDCG from one noncontrolling party for total consideration of $9.8 million which consisted of $2.0 million in cash and $7.8 million paid in the form of the Company’s capital stock (valued at $2.60 per share and equal to 3.0 million shares of the Company’s common stock), increasing the Company’s ownership to 60.0%. The remaining 40.0% of BDCG are held by Seasail Ventures Limited (“Seasail.”) The accounting treatment of the joint venture is based on the equity method due to variable substantive participating rights (in accordance with ASC 810) granted to Seasail. The new entity is currently in the process of ramping up its operations. Intelligenta has yet to record revenue or earnings or losses, and therefore its statement of operations and balance sheet data are not material.

As of March 31, 2020, the excess of the Company's investment over its proportionate share of Intelligenta's net assets was $9.8 million. The difference represents goodwill and is not being amortized.

(b)Glory Connection Sdn. Bhd (“Glory”)

On July 18, 2019, the Company entered into an acquisition agreement to purchase a 34.0% interest in Glory, a Malaysian company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12.2 million restricted common shares of the Company, initially representing $24.4 million at $2.00 per share, the contract price, and subsequently revised to $20.0 million at $1.64 per share, the closing price on the date of acquisition. As part of this transaction, the Company was also granted an option to purchase a 40.0% interest in Bigfair Holdings Limited (“Bigfair”) from its shareholder Beijing Financial Holding Limited for an exercise price of $13.2 million in the form of common shares of the Company. Bigfair currently holds a 51.0% ownership stake in Glory. The option is exercisable from July 18, 2020 to July 19, 2021. If the option is exercised, the Company would have 20.4% indirect ownership in Glory in addition to the 34.0% direct ownership it already has.

Upon the initial investment, the Company performed a valuation analysis and allocated $23.0 million and $1.4 million of the consideration transferred to the equity method investment and the call option, respectively, which was subsequently revised to $20.0 million and $0, respectively. Glory is currently in the process of ramping up its operations.

As initially contemplated, Glory, through its subsidiary Tree Manufacturing, would hold a domestic EV manufacturing license in Malaysia, a marketing and distribution agreement for EVs in the ASEAN region, as well as the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia, which was to be the site of the manufacturing operations.

In December 2019, the Company acquired a 51.0% ownership interest in Tree Technologies. Tree Technologies had previously been granted the land use rights to the 250 acres of vacant land mentioned above, which was previously anticipated would be owned by Glory. As Glory would no longer receive the land use rights to the 250 acres of vacant land, the Company evaluated its investment in Glory for impairment, and recorded an impairment loss of $13.1 million in “Impairment of and equity in loss of equity method investees” in the consolidated statements of operations in the year ended December 31, 2019.

Tree Technologies has also entered into a product supply arrangement and a product distribution arrangement with a subsidiary of Glory. The Company performed an assessment of these arrangements, and determined that Glory is a variable interest entity, but that the Company is not the prime beneficiary. As of March 31, 2020, the Company accounts for Glory as an equity method investment.

The Company has advanced $0.4 million to Glory in order to fund its operations, although it had no obligation to do so. The Company’s maximum exposure to Glory is $7.3 million, the sum of its investment and advances.

As of March 31, 2020, the excess of the Company’s investment over its proportionate share of Glory’s net assets was $7.1 million. The difference primarily represents an amortizing intangible asset.

The following table summarizes the income statement information of Glory for the three months ended March  31, 2020 (in thousands):

Revenue	$	1
Gross profit		(4)
Net loss from operations		(10)
Net loss		(9)
Net loss attributable to Glory		(5)

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Acquisitions and Divestitures

3 Months Ended

Mar. 31, 2020

Acquisitions and Divestitures

Acquisitions and Divestitures

Note 6.    Acquisitions and Divestitures

2020 Acquisitions and Divestitures

The Company has not acquired any companies nor disposed of any companies in the three months ended March 31, 2020.

The Company may divest certain businesses from time to time based upon review of the Company's portfolio considering, among other items, factors relative to the extent of strategic and technological alignment and optimization of capital deployment, in addition to considering if selling the businesses results in the greatest value creation for the Company and for shareholders.

2019 Acquisitions

(a) Acquisition of Tree Technologies Sdn. Bhd. ("Tree Technologies")

On December 26, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. The acquisition price was comprised of (1) $0.9 million in cash, (2) 9.5 million shares of Ideanomics common stock, and (3) earnout payments (the "Earnout") of up to $32.0 million over three years, to be paid in cash or Ideanomics common shares at the election of the Company. The Earnout is based upon revenue targets over three 12 month periods beginning in the three months ended December 31, 2019.

The fair value of the Ideanomics stock was based upon the closing price of $0.82 on December 26, 2019, and the fair value of the Earnout was estimated to be $15.5 million, and was recorded as a liability on the date of acquisition. The Company estimated the fair value of the Earnout using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors. This fair value measurement is based on significant Level 3 inputs. The resulting probability-weighted cash flows were discounted using the Company's estimated weighted average cost of capital of 15.0%.

Tree Technologies holds the land use rights for 250 acres of vacant land zoned for industrial development in the Begeng Industrial Area adjacent to Kuantan Port. Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs. Tree Technologies holds an exclusive right to market and distribute the EVs manufactured by Tree Manufacturing. The goodwill arising from the acquisition consists largely of the synergies expected from the fulfillment of these contracts. None of the goodwill recognized is expected to be deductible for tax purposes.

The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in Tree Technologies recognized. The Company is in the process of completing  the fair value analysis of the assets acquired, liabilities assumed, the noncontrolling interest, and the Earnout, and therefore the known adjustments are incorporated in the table below (in thousands).

Land use rights	$	27,140
Accounts payable		(743)
Noncontrolling interest		(15,583)
Goodwill		803
Marketing and distribution agreement		12,590
	$	24,207

The accounts payable above of $0.7 million primarily represents the transfer tax payable for the land use rights for the 250 acres of vacant land; should the Company fail to fulfill its obligations to pay the transfer tax payable it would forfeit its land use rights.

Tree Technologies had not commenced operations as of the acquisition date, therefore pro forma results as if the acquisition had occurred as of January 1, 2018, and related information, are not presented.

(b)Acquisition of Grapevine Logic, Inc. ("Grapevine”)

On September 4, 2018, the Company completed the acquisition of 65.7% share of Grapevine for $2.4 million in cash. Fomalhaut Limited (“Fomalhaut”), a British Virgin Islands company and an affiliate of Dr. Wu, was the non-controlling equity holder of 34.4% in Grapevine (the “Fomalhaut Interest”). Fomalhaut entered into an option agreement, effective as of August 31, 2018 (the “Option Agreement”), with the Company pursuant to which the Company provided Fomalhaut with the option to sell the Fomalhaut Interest to the Company. The aggregate sale price for the Fomalhaut Interest was the fair market value of the Fomalhaut Interest as of the close of business on the date preceding the date upon which the right to sell the Fomalhaut Interest to the Company is exercised by Fomalhaut. If the option is exercised, the sale price for the Fomalhaut Interest is payable in a combination of 1/3 in cash and 2/3 in the Company’s shares of common stock at the then market value on the exercise date.  

In May 2019, the Company entered into two amendments to the Option Agreement. The aggregate exercise price for the Option was amended to the greater of: (1) fair market value of the Fomalhaut Interest in Grapevine as of the close of business on the date preceding the date upon which the option is exercised; and (2) $1.84 per share of the Company’s common stock. It was also agreed that the full amount of the exercise price shall be paid in the form of common stock of the Company.

In June 2019, the Company issued 0.6 million shares in exchange for a 34.3% ownership in Grapevine as a result of the exercise of the Option. At the completion of this transaction the Company owned 100.0% of Grapevine. At the date of the transaction, the carrying amount of the non-controlling interest in Grapevine was $0.5 million. The difference between the value of the consideration exchanged of $1.1 million and the carrying amount of the non-controlling interest in Grapevine is recorded as a debit to additional paid-in capital based on ASC 810, Consolidation.

(c)Acquisition of Delaware Board of Trade Holdings, Inc. (“DBOT”)

In April 2019, the Company entered into a securities purchase agreement to acquire 6.9 million shares in DBOT in exchange for 4.4 million shares of the Company’s common stock at $2.11 per share. In July 2019, the Company entered into another securities purchase agreement to acquire an additional 2.2 million shares in DBOT in exchange for 1.4 million shares of the Company’s common stock at $2.11 per share. The two transactions, which increased the Company’s ownership in DBOT to 99.0%, were completed in July 2019. The securities purchase agreements required the Company to issue additional shares of the Company’s common stock (“True-Up Common Stock”) in the event the stock price of the common stock falls below $2.11 at the close of trading on the date immediately preceding the lock-up date, which is 9 months from the closing date. The Company accounted for the additional True-Up Common Stock consideration as a liability in accordance with ASC 480, Distinguishing Liabilities from Equity. The Company recorded this liability at fair value of $2.2 million on the date of acquisition. As of December 31, 2019, the Company remeasured this liability to $7.3 million and the remeasurement loss of $5.1 million was recorded in “Acquisition earn-out expense” in the consolidated statements of operations. In the three months ended March 31, 2020, the Company recorded an additional remeasurement loss of $0.5 million in “Acquisition earn-out expense” in the consolidated statements of operations, and partially satisfied the liability with the issuance of 10.9 million shares of common stock.  As of March 31, 2020, the recorded balance of this liability was $1.1 million.

Immediately prior to the consummation of the transaction, the Company’s investment in DBOT consisted of 37.0% of the common shares outstanding, which had a fair value of $3.1 million, and the Company recorded a loss of $3.2 million to record the investment in DBOT to its fair value. This loss was recorded in “Loss on remeasurement of DBOT investment” in the consolidated statements of operations in the three and six months ended June 30, 2019. The fair value of the investment in DBOT immediately prior to the consummation of the transaction was determined in conjunction with the overall fair value determination of the DBOT assets acquired and liabilities assumed.

DBOT operates three companies: (1) DBOT ATS LLC, an SEC recognized Alternative Trading System (“ATS”); (2) DBOT Issuer Services LLC, focused on setting and maintaining issuer standards, as well as the provision of issuer services to DBOT designated issuers; and (3) DBOT Technology Services LLC, focused on the provision of market data and marketplace connectivity. The goodwill arising from the acquisition consists largely of the synergies and economies of scale expected from combining the operations of the Company and DBOT, as the Company executes its business plan of selling digital tokens and digital assets and other commodities on an approved ATS.

The consolidated statements of operation for the year ended December 31, 2019 include the results of DBOT from July 2019 to December 31, 2019. For the time period from July 2019 through December 31, 2019, DBOT contributed $15,838 and $1.9 million to the Company’s revenue and net loss, respectively.

The following table summarizes supplemental information on an unaudited pro forma basis, as if the acquisition had been consummated as of January 1, 2018 (in thousands):

	March 31,
	2019
Revenue	$	27,023
Net income  attributable to IDEX common shareholders		19,480

The unaudited pro forma results of operations do not purport to represent what the Company’s results of operations would actually have been had the acquisition occurred on January 1, 2018. Actual future results may vary considerably based on a variety of factors beyond the Company’s control.

The following table summarizes the acquisition-date fair value of assets acquired and liabilities assumed, as well as the fair value of the non-controlling interest in DBOT recognized (in thousands):

Cash	$	247
Other financial assets		1,686
Financial liabilities		(4,411)
Noncontrolling interest		(105)
Goodwill		9,324
Intangible asset – continuing membership agreement		8,255
Intangible asset – customer list		59
	$	15,055

The excess of the consideration over the fair value of the net assets acquired has been recorded as goodwill, of which none is expected to be deductible for tax purposes. For all intangible assets acquired, continuing membership agreements have useful life of 20 years and the customer list has useful life of 3 years.

2019 Divestitures

(d)Red Rock Global Capital LTD (“Red Rock”)

In May 2019, the Company determined to sell the Red Rock business and entered into an agreement with Redrock Capital Group Limited, an affiliate of Dr. Wu, to sell its entire interest in Red Rock for consideration of $0.7 million. The Company decided to sell Red Rock primarily because it has incurred operating losses and its business is no longer needed based on the Company’s business plan. The transaction was completed in July 2019 and the Company recorded a disposal gain of $0.6 million recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations in the three and nine months ended September 30, 2019.

(e)Amer Global Technology Limited (“Amer”)

On June 30, 2019, the Company entered into an agreement with BCC Technology Company Limited (“BCC”) and Tekang Holdings Technology Co., Ltd (“Tekang ”) pursuant to which Tekang will inject certain assets in the robotics and electronic internet industry and Internet of Things business consisting of manufacturing data, supply chain management and financing, and lease financing of industrial robotics into Amer in exchange for 71.8% of ownership interest in Amer. The parties subsequently entered into several amendments including: (1) changing the name of Amer to Logistorm Technology Limited, (2) issuing 39,500 new shares in Amer or 71.8% ownership interest to BCC instead of Tekang, (3) issuing 5,500 new shares in Amer or 10.0% ownership interest to MHT, and (4) the Company is responsible for 20.0% of any potential tax obligation associated with Amer, if Amer fails to be publicly listed in 36 months from the closing date of this transaction. The Company concluded that it’s not probable that this contingent liability would be incurred. As a result of this transaction, the Company’s ownership interest in Amer was diluted from 55.0% to 10.0%. The transaction was completed on August 31, 2019.

The Company recognized a disposal gain of $0.5 million as a result of the deconsolidating Amer, and such gain was recorded in “Loss on disposal of subsidiaries, net” in the consolidated statements of operations in the three and nine months ended September 30, 2019. $0.1 million of the gain is attributable to the 10.0% ownership interest retained in Amer. In addition, on the date Amer was deconsolidated, the Company recorded a bad debt expense of $0.6 million relating to a receivable due from Amer to a subsidiary of the Company, which was recorded in “Selling, general and administrative expense” in the consolidated statements of operations in the three and nine months ended September 30, 2019.

Pro forma results of operations for the three months ended March 31, 2019 have not been presented because they are not material to the consolidated results of operations. Amer had no revenue and minimal operating expenses in the year ended December 31, 2019. 

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Share-Based Compensation - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Aug. 03, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	7,995,906		8,995,906
Share-based payments expense	$ 2,200,000	$ 200,000
Unrecognized compensation expense related to non-vested share options	$ 8,100,000
Granted	0
Total fair value of vested shares	$ 2,200,000	6,312
Weighted average exercise price of warrants	$ 1.10
Weighted average remaining life of warrants	6 years
Stock options granted	0
Cash received from options exercised	$ 0	$ 0
Weighted average period for recognition related to non-vested stock options	1 year 4 months 24 days
2010 Stock Incentive Plan ("the Plan")
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance	31,500,000			4,000,000
Number of options available for issuance	15,800,000
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of non-vested restricted shares	55,086		55,086
Restricted shares granted	0
Restricted shares vested	0
Unrecognized compensation cost related to unvested restricted shares	$ 0
Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options outstanding to purchase shares of common stock	13,327,226		14,936,726
Granted	0
Stock options granted	0
$5.0 million YA II PN*
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants outstanding	0		1,000,000
Weighted average exercise price of warrants	$ 1.00
Warrants exercised	1,000,000

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Fair Value Measurements - Additional information (Details) $ in Millions	Mar. 31, 2020 USD ($)
Business Acquisition [Line Items]
Acquisition earn-out liability	$ 17.3
Tree Technologies
Business Acquisition [Line Items]
Acquisition earn-out liability	$ 15.5

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Earnings (Loss) Per Common Share - Summary of Earnings (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Earnings (Loss) Per Common Share
Net income (loss) attributable to IDEX common stockholders	$ (12,348)	$ 19,927
Interest expense attributable to convertible promissory note	0	738
Net earnings (loss) assuming dilution	$ (12,348)	$ 20,665
Basic weighted average common shares outstanding	157,859,642	105,345,673
Effect of dilutive securities
Convertible preferred shares- Series A		933,333
Convertible promissory notes		10,022,230
Diluted potential common shares	157,859,642	116,301,236
Earnings (loss) per share:
Basic	$ (0.08)	$ 0.19
Diluted	$ (0.08)	$ 0.18

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Long-term Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Long-term Investments
Non-marketable equity investment	$ 5,967	$ 5,967
Equity method investments	16,651	16,654
Total	$ 22,618	$ 22,621

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Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Goodwill [Roll Forward]
Balance	$ 23,344	$ 705
Acquisitions		22,639
Measurement period adjustments	(12,513)
Effect of change in foreign currency exchange rates	(42)
Balance	$ 10,789	$ 23,344

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Accounts Receivable (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Accounts, Notes, Loans and Financing Receivable [Line Items]
Accounts receivable, gross	$ 1,833,000		$ 2,405,000
Less: allowance for doubtful accounts	0		0
Accounts receivable, net	1,833,000		2,405,000
Changes in the allowance for doubtful accounts	0	$ 0
Guizhou Qianxi Green Environmentally Friendly Taxi Service Co
Accounts, Notes, Loans and Financing Receivable [Line Items]
Taxi Commission Revenue Receivables	$ 1,700,000		$ 2,300,000

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Promissory Notes- Additional Information (Details)										1 Months Ended	3 Months Ended
	Jun. 30, 2020 USD ($)	Dec. 19, 2019 USD ($) $ / shares shares	Oct. 30, 2019 USD ($) $ / shares	Oct. 29, 2019 USD ($) $ / shares	Sep. 28, 2019 USD ($) $ / shares	Sep. 27, 2019 USD ($) $ / shares shares	Feb. 22, 2019 USD ($) $ / shares shares	Jun. 28, 2018 USD ($) $ / shares shares	Nov. 25, 2015 USD ($)	Feb. 29, 2020 USD ($)	Mar. 31, 2020 USD ($) $ / shares	Dec. 31, 2019 USD ($) shares	Mar. 31, 2019 USD ($)	Dec. 31, 2020	Dec. 28, 2019 USD ($)	Jun. 27, 2018 $ / shares
Debt Instrument [Line Items]
Interest rate		10.00%												4.00%
Conversion price | $ / shares		$ 1.00		$ 1.84
Adjusted conversion price | $ / shares				$ 1.00
Amount of beneficial conversion feature				$ 200,000
Intrinsic value of beneficial conversion feature convertible Notes		$ 500,000
Number of shares issued | shares		2,000,000
Exercise price of warrants | $ / shares											$ 1.10
Issuance of stock and warrants		$ 1,000,000
Proceeds from convertible debt		2,900,000
Proceeds from convertible debt, net		100,000								$ 2,000,000
Fair value of convertible debt		$ 2,200,000
Warrants and rights outstanding, Measurement Input															(1.54)
Percentage of discount issued on Convertible loans		15.00%
Carrying amount of convertible note		$ 400,000
Deemed dividend on securities		500,000		$ 100,000
Non cash loss on Extinguishment of Debt	$ 800,000	2,700,000
Principal amount											$ 28,932,000	$ 26,932,000
First Closing
Debt Instrument [Line Items]
Closing of Convertible Debentures Value		$ 2,000,000
Closing Of Shares of Common Stock | shares		1,400,000
Second Closing
Debt Instrument [Line Items]
Closing of Convertible Debentures Value		$ 1,000,000
Closing Of Shares of Common Stock | shares		700,000
Third Closing
Debt Instrument [Line Items]
Closing of Convertible Debentures Value		$ 2,000,000
Closing Of Shares of Common Stock | shares		1,400,000
Warrant II
Debt Instrument [Line Items]
Conversion price | $ / shares		$ 1.00
Number of shares issued | shares		1,000,000
Warrant expiry period		2 years
Warrant I
Debt Instrument [Line Items]
Interest rate		4.00%
Conversion price | $ / shares		$ 1.50
Number of shares issued | shares		1,700,000
Warrant expiry period		7 years
$2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member]
Debt Instrument [Line Items]
Interest rate							10.00%
Common stock issued from conversion of convertible note | shares												1,200,000
Conversion price | $ / shares							$ 1.84
Adjusted conversion price | $ / shares							$ 1.00
Amount of beneficial conversion feature			$ 1,400,000
Issuance expenses							$ 50,000
Senior secured convertible note							$ 2,100,000
Number of shares issued | shares						250,000	1,200,000
Exercise price of warrants | $ / shares			$ 1.00
Issuance of stock and warrants							$ 1,600,000
Proceeds from convertible debt							$ 2,000,000
Fair value of convertible debt						$ 1,700,000
Warrant, Term							5 years
Increase in additional paid in capital and reduced							$ 600,000
Interest expense relating to discount												$ 1,000,000
Carrying amount of convertible note						800,000					500,000	600,000
Deemed dividend on securities			$ 200,000
Non cash loss on Extinguishment of Debt						$ 1,200,000
Number of additional shares issued | shares							250,000
Floor Price of Secured Notes						10.00%
Closing of Convertible Debentures Value												1,200,000
Penalty fee for late payments of interests and compensation							8.00%
Interest expense											200,000		$ 300,000
$2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member] | Maximum [Member]
Debt Instrument [Line Items]
Exercise price of warrants | $ / shares			$ 1.84
Warrant, Term							7 years
$3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7
Debt Instrument [Line Items]
Interest rate						10.00%
Conversion price | $ / shares					$ 1.84	$ 1.84
Adjusted conversion price | $ / shares					$ 1.00
Amount of beneficial conversion feature					$ 1,300,000
Issuance expenses					65,000
Senior secured convertible note						$ 2,500,000
Number of shares issued | shares						1,500,000
Issuance of stock and warrants					$ 4,700,000
Warrant expiry period					7 years
Proceeds from convertible debt					$ 3,500,000
Proceeds from convertible debt, net					$ 3,600,000
Warrant, Term					5 years
Carrying amount of convertible note											2,200,000	1,800,000
Number of additional shares issued | shares						1,100,000
Penalty fee for late payments of interests and compensation					8.00%
Interest expense											400,000
$5 million Senior Secured Convertible Debenture due in December 2020 - YA II PN
Debt Instrument [Line Items]
Common stock issuance (GTD)		$ 5,000,000
Conversion price | $ / shares		$ 1.50
Carrying amount of convertible note											3,200,000	1,000,000
Floor Price of Secured Notes		1.00%
Interest expense											500,000
$3.0 Million Promissory Note due in November 2020 - New Castle County
Debt Instrument [Line Items]
Common stock issuance (GTD)									$ 3,000,000
Interest rate									6.00%
Interest expense											500,000
Expected term [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input															5
Expected term [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input			5				5
Expected term [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input					5
Expected dividend yield [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input															0.00
Expected dividend yield [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input			0				0
Expected dividend yield [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input					0
Expected volatility [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input															122.44
Expected volatility [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input			112.0				111.83
Expected volatility [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input					122.44
Risk free interest rate [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input															1.66
Risk free interest rate [Member] | $2.05 million Senior Secured Convertible Debenture due in August 2020, ID Venturas 7 [Member]
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input			2.48				2.48
Risk free interest rate [Member] | $3.58 million Senior Secured Convertible Debenture due in March 2021 - ID Venturas 7
Debt Instrument [Line Items]
Warrants and rights outstanding, Measurement Input					1.66
Advantech Capital Investment II Limited
Debt Instrument [Line Items]
Principal amount											12,000,000	$ 12,000,000
Advantech Capital Investment II Limited | Private placement
Debt Instrument [Line Items]
Common stock issuance (GTD)								$ 12,000,000
Interest rate								8.00%
Common stock issued from conversion of convertible note | shares								12,000,000
Conversion price | $ / shares			$ 1.84					$ 1.00								$ 1.82
Adjusted conversion price | $ / shares			$ 1.00
Amount of beneficial conversion feature			$ 10,600,000
Issuance expenses								$ 34,133
Intrinsic value of beneficial conversion feature convertible Notes			$ 1,400,000
Principal amount											3,400,000		1,800,000
Interest expense											$ 1,900,000		$ 400,000

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Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Jun. 30, 2020	Dec. 31, 2019
Lease, Cost [Abstract]
Operating lease cost	$ 487	$ 602
Short-term lease cost	85	15
Sublease Income	(32)	0
Total Lease Cost	540	617
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	553	$ 259
Right of use assets obtained in exchange for new operating lease liabilities	322
2020				$ 1,345
2021				1,435
2022				1,423
2023				1,474
2024				1,504
2025 and thereafter				1,874
Total lease payments				9,055
Less: Interest				(1,756)
Total	$ 7,300		$ 900	$ 7,299

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Earnings (Loss) Per Common Share (Tables)

3 Months Ended

Mar. 31, 2020

Earnings (Loss) Per Common Share

Schedule of basic and diluted earnings (loss) per common share

	Three Months Ended
	March 31,		March 31,
	2020		2019
Net earnings (loss) attributable to common stockholders	$	(12,348)	$	19,927
Interest expense attributable to convertible promissory notes		—		738
Net earnings (loss) assuming dilution	$	(12,348)	$	20,665
Basic weighted average common shares outstanding		157,859,642		105,345,673
Effect of dilutive securities
Convertible preferred shares- Series A		—		933,333
Convertible promissory notes		—		10,022,230
Diluted potential common shares		157,859,642		116,301,236
Earnings (loss) per share:
Basic	$	(0.08)	$	0.19
Diluted	$	(0.08)	$	0.18

Schedule of computation of diluted loss per share

	March 31,	December 31,
	2020	2019
Warrants	7,996	8,996
Options and RSUs	13,382	14,938
Series A Preferred Stock	933	933
DBOT contingent shares	818	8,501
Convertible promissory note and interest	24,218	21,678
Total	47,347	55,046

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Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Disaggregation of Revenue [Line Items]
Total	$ 378	$ 26,946
Geographic Markets
Disaggregation of Revenue [Line Items]
Total	378	26,946
Geographic Markets | USA
Disaggregation of Revenue [Line Items]
Total	323	26,946
Geographic Markets | PRC
Disaggregation of Revenue [Line Items]
Total	52	0
Geographic Markets | Malaysia
Disaggregation of Revenue [Line Items]
Total	3	0
Segments
Disaggregation of Revenue [Line Items]
Total	378	26,946
Segments | Digital asset management services
Disaggregation of Revenue [Line Items]
Total	0	26,600
Segments | Electric Vehicles [Member]
Disaggregation of Revenue [Line Items]
Total	55	0
Segments | Digital advertising services and other [Member]
Disaggregation of Revenue [Line Items]
Total	323	346
Timing of Revenue Recognition [Member]
Disaggregation of Revenue [Line Items]
Total	378	26,946
Timing of Revenue Recognition [Member] | Products and services transferred at a point in time [Member]
Disaggregation of Revenue [Line Items]
Total	378	346
Timing of Revenue Recognition [Member] | Services provided over time [Member]
Disaggregation of Revenue [Line Items]
Total	$ 0	$ 26,600

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Acquisitions and Divestitures - Delaware Board of Trade Holdings, Inc. (Details) $ / shares in Units, shares in Millions		1 Months Ended			3 Months Ended		12 Months Ended
	Mar. 31, 2019 USD ($)	Jul. 31, 2019 USD ($) $ / shares shares	Jun. 30, 2019 shares	Apr. 30, 2019 $ / shares shares	Mar. 31, 2020 USD ($) company shares	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Acquisitions and Divestitures
Number of common stock issued | shares			0.6
Supplemental information on an unaudited pro forma basis
Revenue					$ 378,000	$ 26,946,000
Net income (loss) attributable to IDEX common stockholders					$ (12,348,000)	$ 19,927,000
DBOT
Acquisitions and Divestitures
Shares in DBOT | shares		2.2		6.9
Number of common stock issued | shares		1.4		4.4	10.9
Shares issued, price per share (in dollars per share) | $ / shares		$ 2.11		$ 2.11
Percentage of voting equity interests acquired		99.00%			37.00%
Maximum Stock Price Consideration For Additional Shares | $ / shares		$ 2.11
Liability at Fair value		$ 2,200,000			$ 1,100,000
Liability Remeasured							$ 7,300,000
Loss on Remeasurement					500,000		5,100,000
Investment fair value					3,100,000
Loss on investment					$ 3,200,000
Number Of Companies Operated By DBOT | company					3
Supplemental information on an unaudited pro forma basis
Revenue	$ 27,023	$ 15,838					$ 1,900,000
Net income (loss) attributable to IDEX common stockholders	$ 19,480
Acquisition-date fair value of assets acquired and liabilities assumed
Cash					$ 247
Other financial assets					1,686
Financial liabilities					(4,411)
Noncontrolling interest					(105)
Goodwill					9,324
Net assets assumed					$ 15,055
DBOT | Continuing Membership Agreements [Member]
Acquisitions and Divestitures
Useful Life					20 years
Acquisition-date fair value of assets acquired and liabilities assumed
Intangible asset					$ 8,255
DBOT | Customer List [Member]
Acquisitions and Divestitures
Useful Life					3 years
Acquisition-date fair value of assets acquired and liabilities assumed
Intangible asset					$ 59

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Nature of Operations and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Nature of Operations and Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“2019 Form 10-K.”)

Use of Estimates

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, management evaluates the Company's estimates, including those related to the bad debt allowance, variable considerations, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Significant Accounting Policies

Significant Accounting Policies

For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in  Company’s 2019 Form 10-K.  During the three months ended March 31, 2020, there were no significant changes made to Ideanomics’ significant accounting policies. 

Effects of COVID 19

Effects of COVID 19

In the three months ended March 31, 2020, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit.

As one component of this process, the Company has initially transferred 10,000 common shares of MEG, representing 20.0% of the overall outstanding common shares, to a third-party who is intended to act as a trustee over these shares for a nominal amount.  It is the Company’s intent that this arrangement would be structured in a manner similar to other trusts used to effect share-based compensation plans, and would qualify as a VIE and consequently be consolidated.

However, the disruption caused by the COVID-19 virus, particularly in China, where many of the Company’s personnel and business advisors are located, has delayed the Company’s efforts to implement this share-based compensation plan.  The Company’s ability to interact with personnel and business advisors was adversely impacted by temporary office closures, with personnel working remotely, and travel restrictions which prevented the Company from obtaining original signatures on documents, as is the prevailing  Chinese custom, on various documents.

The Company anticipates that, with travel restrictions currently lifted in China, it will complete the formation and implementation of the share-based compensation scheme by June 30, 2020.  At that point, the Company will provide a full accounting of the share-based compensation plan, which, as it is expected to be consolidated, would have no material effect on its consolidated financial statements.  The transfer of the MEG shares to a third-party is not believed to be substantive, and had the Company given accounting treatment to the transfer without consideration of the overall share-based compensation plan, the accounting effect would have been a reclass between additional paid-in capital and non-controlling interest within the consolidated statement of equity.  However, to record this entry in isolation would not be representative of the arrangement when fully consummated, as it is anticipated that the MEG shares would be consolidated at that point in time.

As of March 31, 2020, no share-based awards had been granted to employees or consultants.

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Contingencies and Commitments

3 Months Ended

Mar. 31, 2020

Contingencies and Commitments

Contingencies and Commitments

Note 18.    Contingencies and Commitments

Lawsuits and Legal Proceedings

From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm the business.

Shareholder Class Action

On July 19, 2019, a purported class action, captioned Jose Pinto Claro Da Fonseca Miranda v. Ideanomics, Inc., was filed in the United States District Court for the Southern District of New York against the Company and certain of its current and former officers. While the Company believes that the Class Action is without merit and plans to vigorously defend itself against these claims, there can be no assurance that the Company will prevail in the lawsuits. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with these litigations.

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions

Related Party Transactions

Note 14.    Related Party Transactions

(a) Convertible Note

$3.0 Million Convertible Note with Mr. Shane McMahon (“Mr. McMahon”)

On May 10, 2012, Mr. McMahon, the Company’s Vice Chairman, made a loan to the Company in the amount of $3.0 million. In consideration for the loan, the Company issued a convertible note to Mr. McMahon in the aggregate principal amount of $3.0 million (the “Note”) at a 4.0% interest rate computed on the basis of a 365‑day year. The Company entered several amendments with respect to the effective conversion price (changed from $1.75 to $1.50), convertible stocks (changed from of Series E Preferred Stock to Common Stock). The last amendment was made on May 9, 2020, and extended the maturity date to December 31, 2021.

The accumulated interest payable as of March 31, 2020 and December 31, 2019 was $0.3 million and $0.3 million, respectively. For the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $29,589 and $29,589 related to the Note. The Company did not pay such interest to Mr. McMahon in the three months ended March 31, 2020 and 2019.

$2.5 Million Convertible Promissory Note with SSSIG

On February 8, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $2.5 million. The convertible promissory note bears interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and is convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. The Company is in the process of negotiating an extended due date, and believes it has the ability to do so.

As of March 31, 2020, the Company received $1.3 million from SSSIG. The Company has not received the remaining $1.2 million as of the date of this report. For the three months ended March 31, 2020 and 2019, the Company recorded interest expense of $10,617 and $12,489 , respectively,related to the Note. The Company has not paid the interest on this note.

$1.0 Million Convertible Promissory Note with SSSIG

On November 25, 2019, the Company entered into a convertible promissory note agreement with SSSIG, an affiliate of Dr. Wu, in the aggregate principal amount of $1.0 million. The convertible promissory note bears interest at a rate of 4.0%, matures on November 25, 2021, and is convertible into the shares of the Company's common stock at a conversion price of $1.25 per share anytime at the option of SSSIG. As of March 31, 2020, the Company received $0.25 million from SSSIG. For the three months ended March 31, 2020, the Company recorded interest expense of $3,493. The Company has not paid the interest on this note.

(b) Transactions with GTD

Disposal of Assets in exchange of GTB

In March 2019, the Company completed the sale of the following assets (with total carrying amount of $20.4 million) to GTD, a minority shareholder based in Singapore, in exchange for 1.3 million GTB. The Company considers the arrangement as a nonmonetary transaction and the fair values of GTB are not reasonably determinable due to the reasons described below. Therefore, GTB received are recorded at the carrying amount of the assets exchanged and the Company did not recognize any gain or loss based on ASC 845, Nonmonetary Transactions.

· License content (net carrying amount $17.0 million)

· 13% ownership interest in Nanjing Shengyi Network Technology Co., Ltd (“Topsgame”) (carrying amount of $3.2 million which was included in long-term investment as a non-marketable equity investment)

· Animation copy right (net carrying amount  $0.2 million which was included in intangible assets.)

Digital asset management services

The Company recognized revenue for the master plan development services over the contract period based on the progress of the services provided towards completed satisfaction. Based on ASC 606, Revenue from Contracts with Customers,  at contract inception, the Company considered the following factors to estimate the value of GTB (noncash consideration): 1) it only trades in one exchange, which operations have been less than one year; 2) its historical volatility is high; and 3) the Company's intention at the time to hold the majority of GTB, as part of its digital asset management services; and 4) associated risks related to holding GTB. Therefore, the value of 7.1 million GTB using Level 2 measurement was $40.7 million with a 76% discount to the fixed contract price agreed upon by both parties when signing the contract. The Company considered similar assets exchanges in Singapore and considered the volatility of the quoted prices and determined a discount of 76%. The estimated value of GTB is calculated using the Black-Scholes valuation model using the following assumptions: expected terms 3.0 years; volatility 155%; dividend yield: zero and risk-free interest rate 2.25%. As of December 31, 2019, all performance obligations associated with the development of the master plan for GTD's assets had been satisfied. Accordingly, the Company recognized revenue of $40.7 million in the year ended December 31, 2019.

Impairment loss

On October 29, 2019, GTB had an unexpected significant decline in quoted price, from $17.00 to $1.84. This decline continued through the fourth quarter of 2019, and on December 31, 2019 the quoted price was $0.23. As a result of this decline in quoted price, and its inability to convert GTB into other digital currencies which were more liquid, or fiat currency, the Company performed an impairment analysis in the fourth quarter of 2019 and recorded an impairment loss of $61.1 million.

(c) Severance payments

On February 20, 2019, the Company accepted the resignation of former Chief Executive Officer, former Chief Investment Officer and former Chief Strategy Officer and agreed to pay $0.8 million in total for salary, severance and expenses. The Company paid $0.6 million in the first quarter of 2019 and recorded $0.2 million in “Other current liabilities” on its consolidated balance sheet as of December 31, 2019. The $0.8 million severance expenses were recorded in “Selling, general and administrative expenses" in the consolidated statements of operations.

(d) Borrowing from Dr. Wu. and his affiliates

In the three months ended March 31, 2020, the Company’s net borrowings from Dr. Wu and his affiliates decreased by $2.5 million due to repayments. The Company recorded these borrowings in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020. These borrowings bear no interest.

(e) Long Term Investment to Qianxi

In November 2019, the Company entered into a share transfer agreement with Sichuan Shenma Zhixing Technology Co.(“Shenma”) to acquire its 1.72% ownership in Qianxi with the consideration of $4.9 million, which will be paid in six installments. Shenma need to complete the share transfer registration prior to May 31, 2020, otherwise it will return the investment payment to the Company. The Company has recorded the first installment $0.5 million on the “Other Non-Current Assets” since the share transfer registration is not completed yet.

(f) Borrowing from Beijing Financial Holdings Limited

The Company recorded the borrowings of $0.4 million in “Amount due to related parties” in its consolidated balance sheet as of March 31, 2020, and $0.7 million in “Other current liabilities” in its consolidated balance sheet as of December 31, 2019. Effective January 1, 2020, Beijing Financials Holding limited is considered a related party

because MHTL is intended to act as a trustee over 10,000 common shares of MEG to effect a share-based compensation plan and has the same owner of Beijing Financial Holdings Limited.

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CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue from third-parties	$ 378	$ 346
Revenue from related parties	0	26,600
Total revenue	378	26,946
Cost of revenue from third-parties	334	258
Cost of revenue from related parties	0	0
Gross profit	44	26,688
Operating expenses:
Selling, general and administrative expense	5,827	4,188
Professional fees	1,757	1,360
Impairment loss	887	0
Acquisition earn-out expense	532	0
Depreciation and amortization	476	244
Total operating expense	9,479	5,792
Income (Loss) from operations	(9,435)	20,896
Interest and other income (expense):
Interest expense, net	(3,156)	(735)
Equity in loss of equity method investees	(3)	(280)
Other	(26)	(58)
Income (Loss) before income taxes and non-controlling interest	(12,620)	19,823
Income tax benefit	0	86
Net income (loss)	(12,620)	19,909
Net loss attributable to non-controlling interest	272	18
Net income (loss) attributable to IDEX common shareholders	$ (12,348)	$ 19,927
Earnings (loss) per share
Basic (in dollars per shares)	$ (0.08)	$ 0.19
Diluted (in dollars per shares)	$ (0.08)	$ 0.18
Weighted average shares outstanding:
Basic (in shares)	157,859,642	105,345,673
Diluted (in shares)	157,859,642	116,301,236

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Nature of Operations and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations and Summary of Significant Accounting Policies

Note 1.    Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations

Ideanomics, Inc. (Nasdaq: IDEX) is a Nevada corporation that primarily operates in Asia and  the United States through its subsidiaries and variable interest entities ("VIEs"). Unless the context otherwise requires, the use of the terms "we," "us", "our" and the "Company" in these notes to consolidated financial statements refers to Ideanomics, Inc, its consolidated subsidiaries and VIEs.

The Company's chief operating decision maker has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company. Therefore, the Company operates in one segment with two business units, the Mobile Energy Group ("MEG"), and Ideanomics Capital. As the chief executive officer previously reviewed two operating segments separately for this purpose, the Company has changed its presentation accordingly, from two reportable segments to one reportable segment.

The segment reporting changes were retrospectively applied to all periods presented.

MEG’s mission is to use electronic vehicles (“EVs”) and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, energy storage systems, and energy management contracts. MEG operates as an end-to-end solutions provider for the procurement, financing, charging and energy management needs for fleet operators of commercial EVs.

Ideanomics Capital is involved with areas of capital markets such as financial products advisory and creation, with specific focus on the application of blockchain and artificial intelligence in Fintech.

The Company also seeks to identify industries and business processes where blockchain and AI technologies can be profitably deployed to disrupt established industries and business processes.

Basis of Presentation

In the opinion of management, the unaudited interim consolidated financial statements reflect all adjustments of a normal recurring nature that are necessary for a fair presentation of the results for the interim periods presented. All significant intercompany transactions and balances are eliminated in consolidation. However, the results of operations included in such financial statements may not necessary be indicative of annual results.

The Company uses the same accounting policies in preparing quarterly and annual financial statements. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019 filed with the Securities and Exchange Commission (“SEC”) on March 16, 2020 (“2019 Form 10-K.”)

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as well as the related disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

On an ongoing basis, management evaluates the Company's estimates, including those related to the bad debt allowance, variable considerations, fair values of financial instruments, intangible assets (including digital currencies) and goodwill, useful lives of intangible assets and property and equipment, asset retirement obligations, income taxes, and contingent liabilities, among others. The Company bases its estimates on assumptions, both historical and forward looking, that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.

Significant Accounting Policies

For a detailed discussion about Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in  Company’s 2019 Form 10-K.  During the three months ended March 31, 2020, there were no significant changes made to Ideanomics’ significant accounting policies. 

Effects of COVID 19

In the three months ended March 31, 2020, the Company commenced the process of formulating and implementing a share-based compensation plan whereby key employees and certain consultants of its MEG business unit and wholly-owned subsidiary will benefit.

As one component of this process, the Company has initially transferred 10,000 common shares of MEG, representing 20.0% of the overall outstanding common shares, to a third-party who is intended to act as a trustee over these shares for a nominal amount.  It is the Company’s intent that this arrangement would be structured in a manner similar to other trusts used to effect share-based compensation plans, and would qualify as a VIE and consequently be consolidated.

However, the disruption caused by the COVID-19 virus, particularly in China, where many of the Company’s personnel and business advisors are located, has delayed the Company’s efforts to implement this share-based compensation plan.  The Company’s ability to interact with personnel and business advisors was adversely impacted by temporary office closures, with personnel working remotely, and travel restrictions which prevented the Company from obtaining original signatures on documents, as is the prevailing  Chinese custom, on various documents.

The Company anticipates that, with travel restrictions currently lifted in China, it will complete the formation and implementation of the share-based compensation scheme by June 30, 2020.  At that point, the Company will provide a full accounting of the share-based compensation plan, which, as it is expected to be consolidated, would have no material effect on its consolidated financial statements.  The transfer of the MEG shares to a third-party is not believed to be substantive, and had the Company given accounting treatment to the transfer without consideration of the overall share-based compensation plan, the accounting effect would have been a reclass between additional paid-in capital and non-controlling interest within the consolidated statement of equity.  However, to record this entry in isolation would not be representative of the arrangement when fully consummated, as it is anticipated that the MEG shares would be consolidated at that point in time.

As of March 31, 2020, no share-based awards had been granted to employees or consultants.

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Promissory Notes - Future maturities (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Future maturities of long-term debt
2020	$ 9,100
2021	19,832
Total Long-term Note	28,932
Future maturities of long-term debt, interest
2020	9,658
2021	4,415
Long-term interest	$ 14,073

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Long-term Investments - Acquisition of Glory Connection Sdn. Bhd (Details) $ / shares in Units, shares in Millions		1 Months Ended		3 Months Ended
	Jul. 18, 2019 USD ($) $ / shares shares	Dec. 31, 2019 USD ($) a	Jun. 30, 2019 shares	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares			0.6
Impairment of equity method investments				$ 0	$ 0
Income Statement Information [Abstract]
Revenue				378,000	26,946,000
Gross profit				44,000	26,688,000
Net loss from operations				(9,435,000)	20,896,000
Net loss				(12,620,000)	19,909,000
Net loss attributable to Glory				(12,348,000)	$ 19,927,000
Glory
Percentage of voting equity interests acquired	34.00%
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares	12.2
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 24,400,000
Shares Issued, Price Per Share | $ / shares	$ 2.00
Allocation Of Consideration To Equity Method Investment				23,000,000
Allocation Of Consideration To Call Option				1,400,000
Impairment of equity method investments		$ 13,100,000
Advance paid				400,000
Aggregate investment				7,300,000
Business Combination, Consideration Transferred				7,100,000
Glory | Call option
Percentage of voting equity interests acquired	20.40%
Glory | Scenario, Plan [Member]
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 20,000,000
Allocation Of Consideration To Call Option				0
Tree Technologies
Percentage of voting equity interests acquired		51.00%
Glory
Income Statement Information [Abstract]
Revenue				1,000
Gross profit				(4,000)
Net loss from operations				(10,000)
Net loss				(9,000)
Net loss attributable to Glory				(5,000)
Glory | Glory | Scenario, Plan [Member]
Shares Issued, Price Per Share | $ / shares	$ 1.64
Allocation Of Consideration To Equity Method Investment				$ 20,000,000
Glory | Tree Technologies
Number of acres | a		250
Bigfair Holdings Limited [Member] | Call option
Percentage of voting equity interests acquired	40.00%
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	$ 13,200,000
Bigfair Holdings Limited [Member] | Glory
Percentage of voting equity interests acquired	51.00%

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Acquisitions and Divestitures - 2019 Divestitures (Details) - USD ($)		1 Months Ended	3 Months Ended	9 Months Ended
	Dec. 19, 2019	Jun. 30, 2019	Sep. 30, 2019	Sep. 30, 2019	May 31, 2019
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares issued	2,000,000
Red Rock business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Consideration for sale of subsidiary					$ 700,000
Gain on disposal of subsidiary			$ 600,000	$ 600,000
Amer Global Technology Limited [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of potential tax obligation		20.00%
BCC | Amer Global Technology Limited [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares issued		39,500
Gain for ownership interest retained		$ 71.8
MHT
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Percentage of equity ownership		10.00%
Number of shares issued		5,500

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

Schedule of financial instruments measured at fair value on a recurring basis

	March 31, 2020
	Level I		Level II		Level III		Total
Acquisition earn-out liability1	$	—	$	—	$	1,096	$	1,096

Summary of significant inputs and assumptions used

	March 31, 2020		December 31, 2019
Risk-free interest rate	0.1	%	1.6	%
Expected volatility	30	%	30	%
Expected term	0.08years		0.25 years
Expected dividend yield	0	%	0	%

Summary of reconciliation of level 3 fair value measurements

	Acquisition
	Earn-out
	Liability
January 1, 2020	$	7,311
Settlement		(6,747)
Remeasurement (loss)/gain recognized in the income statement		532
March 31, 2020	$	1,096

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VIE Structure and Arrangements (Details) - USD ($) $ in Thousands			3 Months Ended
	Jun. 30, 2020	Dec. 19, 2019	Mar. 31, 2020	Mar. 31, 2019
VIE Structure and Arrangements
Total income tax expense (benefit)			$ 0	$ (86)
Gain on extinguishment of the operating lease liability	$ 800	$ 2,700

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Income Taxes

3 Months Ended

Mar. 31, 2020

Income Taxes

Income Taxes

Note 17.    Income Taxes

As of March 31, 2020, the Company had $87.5 million of the U.S domestic cumulative tax loss carryforwards and $29.7 million of the foreign cumulative tax loss carryforwards, which may be available to reduce future income tax liabilities in certain jurisdictions. No U.S. tax loss carry forwards expire after 2017 based on new tax law. These PRC tax loss carryforwards will expire beginning year 2020 to year 2024.

During the three months ended March 31, 2020 income tax expense is nil because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuations allowance. Company had established a 100% valuation allowance against its net deferred tax assets due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

During the three months ended March 31, 2019, the Company recorded an income tax benefit of $0.1 million which consisted of a $4.7 million expense related to current operations and a $4.8 million benefit from a reduction in the beginning of the year deferred tax valuation allowance. This resulted in an effective tax rate of (1%). The effective tax rate for the three months ended March 31, 2019 differs from the U.S. statutory tax rate primarily due to the effect of taxes on foreign earnings, non-deductible expenses and the reduction in the beginning of the year deferred tax valuation allowance.

There was no identified unrecognized tax benefit as of March 31, 2020 and 2019.

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Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

3 Months Ended

Mar. 31, 2020

Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Stockholders' Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Note 13.    Stockholders’ Equity, Convertible Preferred Stock and Redeemable Non-controlling Interest

Convertible Preferred Stock

The Board of Directors has authorized 50.0 million shares of convertible preferred stock, $0.001 par value, issuable in series. As of March 31, 2020 and December 31, 2019, 7.0 million shares of Series A preferred stock were issued and outstanding . The Series A preferred stock shall be entitled to one vote per common stock on an as-converted basis and is only entitled to receive dividends when and if declared by the Board.

Redeemable Non-controlling Interest

The Company and Qingdao Chengyang Xinyang Investment Company Limited (“Qingdao”) formed a joint venture Qingdao Chengyang Mobo New Energy Vehicle Sales Service Company Limited (“JV”). Qingdao entered into a capital subscription agreement for a total of RMB 200.0 million ($28.0 million), and made the first capital contribution of RMB 50.0 million in the three months ended March 31, 2020.  The remaining RMB150.0 million ($21.0 million) are payable in three installments of RMB 50.0 million ($7.0 million) upon the JV attaining certain revenue or market value benchmarks.

The investment agreement stipulates that the JV must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, and after three years may redeem its investment for the face amount plus 6.0% interest less dividends paid. The redemption feature is neither mandatory nor certain. Due to the redemption feature, the Company has classified the investment outside of permanent equity.

The following table summarizes activity for the redeemable non-controlling interest for the three months ended March 31, 2020 (in thousands):

January 1, 2020	$	—
Initial investment		7,047
Accretion of dividend		106
Loss attributable to non-controlling interest		(80)
Adjustment to redemption value		80
March 31, 2020	$	7,153

Common Stock

The Board of Directors has authorized 1,500 million shares of common stock, $0.001 par value.

2020 Equity Transactions

Refer to Note 12 for information related to issuance of commons stock with convertible notes, Note 15 for information related to the issuance to common stock for warrant exercise, and Note 6(c) for the information related to the issuance of common stock for DBOT contingent consideration.

2019 Equity Transactions

Refer to Note 9 for information related to the issuance of common stock for assets and Note 12 for information related to the issuance of common stock in connection with convertible notes, and Note 6 for information related to the issuance of common stock for acquisitions.

On March 5, 2019 the Company entered into an agreement to acquire a company based in Malaysia, and placed 25.5 million common shares into an escrow account.  The agreement was terminated in July 2019 and the comman shares removed from escros.

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events

Subsequent Events

Note 21.    Subsequent Events

Standby Equity Distribution Agreement

On April 3, 2020, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). Pursuant to the SEDA, the Company will be able to sell up to $50.0 million of its common stock at the Company’s request any time during the 36 months following the date of the SEDA’s entrance into force. The shares would be purchased at 90% of the market price, which is defined as the lowest daily volume weighted average price of the Company’s common stock during the 5 consecutive trading days commencing on the trading day immediately following the Company’s delivery of an advance notice to YA, 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 the Company’s common stock.

Pursuant to the SEDA, the Company shall use the net proceeds from any sale of the shares for working capital purposes, including the repayment of outstanding debt. There are no other restrictions on future financing transactions. The SEDA does not contain any right of first refusal, participation rights, penalties or liquidated damages. The Company did not pay any additional amounts to reimburse or otherwise compensate YA in connection with the transaction, except for a commitment fee equivalent to 1.0 million shares of Ideanomics’ common stock to be issued and offered to a subsidiary of YA, and which shares are also registered pursuant to the Company’s effective shelf registration statement on Form S-3, File No. 333- 237251.

Small Business Association Paycheck Protection Program

On April 10, 2020 the Company borrowed $0.3 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment.

On May 1, 2020 Grapevin borrowed $0.1 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan is payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. The Company may apply for forgiveness of this loan in an amount equal to the sum of the following costs incurred in the eight weeks following the disbursement of the loan: (1) payroll costs, (2) interest on a covered mortgage obligation, (3) payment on a covered rent obligation, and (4) any covered utility payment.

Cautionary Note Regarding Forward Looking Statements

This Form 10‑Q contains “forward-looking” statements that involve risks and uncertainties. You can identify these statements by the use of forward-looking words such as "may", "will", "expect", "anticipate", "estimate", "believe", "continue", or other similar words. You should read statements that contain these words carefully because they discuss the Company's future expectations, contain projections of the Company's future results of operations or financial condition or state other "forward-looking" information. The Company believes that it is important to communicate its future expectations to its investors. However, these forward-looking statements are not guarantees of future performance and actual results may differ materially from the expectations that are expressed, implied or forecasted in any such forward-looking statements. There may be events in the future that we are unable to accurately predict or control, including weather conditions and other natural disasters which may affect demand for the Company's products, and the product-development and marketing efforts of its competitors. Examples of these events are more fully described in the Company’s 2019 Form 10-K under Part I. Item 1A. Risk Factors.

Unless required by law, the Company undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. However, readers should carefully review the reports and documents the Company files from time to time with the SEC, particularly its Quarterly Reports on Form 10‑Q, Annual Report on Form 10‑K, Current Reports on Form 8‑K and all amendments to those reports.

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New Accounting Pronouncements

3 Months Ended

Mar. 31, 2020

New Accounting Pronouncements

New Accounting Pronouncements

Note 2.    New Accounting Pronouncements

Accounting Pronouncements Not Yet Adopted

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13 (“ASU 2016-13”) "Financial Instruments - Credit Losses” (“ASC 326”): Measurement of Credit Losses on Financial Instruments" which requires the measurement and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit losses. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10”), which defers the effective date of ASU 2016-13 to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet the definition of a smaller reporting company. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the composition and credit quality of the investment portfolio and the economic conditions at the time of adoption.

In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”) “Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes.” ASU 2019-12 will simplify the accounting for income taxes by removing certain exceptions currently provided for in ASC 740, “Income Taxes” (“ASC 740”), and by amending certain other requirements of ASC 740. The changes resulting from ASU 2019-12 will be made on a retrospective or modified retrospective basis, depending on the specific exception or amendment. For public business entities, the amendments in ASU 2019-12 are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company will adopt ASU 2019-12 effective January 1, 2021. Management is currently evaluating the effect of the adoption of ASU 2019-12 on the consolidated financial statements.

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
Net income (loss)	$ (12,620)	$ 19,909
Other comprehensive income (loss), net of nil tax
Foreign currency translation adjustments	6	147
Comprehensive income (loss)	(12,614)	20,056
Comprehensive loss attributable to non-controlling interest	(249)	43
Comprehensive income (loss) attributable to IDEX common shareholders	$ (12,863)	$ 20,099

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 07, 2020
Document And Entity Information
Entity Registrant Name	IDEANOMICS, INC.
Entity Central Index Key	0000837852
Trading Symbol	idex
Entity Interactive Data Current	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		167,473,022
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Shell Company	false

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Share-Based Compensation

Schedule of stock option activity

				Weighted
		Weighted		Average
		Average		Remaining	Aggregated
	Options	Exercise		Contractual	Intrinsic
	Outstanding	Price		Life (Years)	Value
Outstanding at January 1, 2020	14,936,726	$	2.13	8.48	$	—
Granted	—		—	—		—
Exercised	—		—	—		—
Expired	(711,583)		1.95	—		—
Forfeited	(897,917)		1.98	—		—
Outstanding at March 31, 2020	13,327,226		2.15	8.17		—
Vested and expected to be vested as of March 31, 2020	13,327,226		2.15	8.17		—
Options exercisable at March 31, 2020 (vested)	7,930,354		2.26	7.67		—

Schedule of warrants outstanding and exercisable

	March 31, 2020	December 31, 2019
	Number of	Number of
	Warrants	Warrants
	Outstanding and	Outstanding and	Exercise		Expiration
Warrants Outstanding	Exercisable	Exercisable	Price		Date
$2.05 million IDV	1,671,196	1,671,196		1.00	2/22/2026
$3.58 million IDV	4,658,043	4,658,043		1.00	9/27/2026
$5.0 million YA II PN	1,666,667	1,666,667		1.50	12/13/2024
$5.0 million YA II PN*	—	1,000,000		1.00	12/31/2020
	7,995,906	8,995,906

*    Ya II PN exercised 1,000,000 warrants on March 31, 2020 and the Company received $1.0 million proceeds.

Schedule of unvested restricted shares

		Weighted-average
	Shares	fair value
Non-vested restricted shares outstanding at January 1, 2020	55,086	$	2.38
Granted	—		—
Forfeited	—		—
Vested	—		—
Non-vested restricted shares outstanding at March 31, 2020	55,086		2.38

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Acquisitions and Divestitures (Tables)

3 Months Ended

Mar. 31, 2020

Tree Technologies

Business Acquisition [Line Items]

Schedule of assets acquired and liabilities assumed

Land use rights	$	27,140
Accounts payable		(743)
Noncontrolling interest		(15,583)
Goodwill		803
Marketing and distribution agreement		12,590
	$	24,207

DBOT

Business Acquisition [Line Items]

Schedule of assets acquired and liabilities assumed

Cash	$	247
Other financial assets		1,686
Financial liabilities		(4,411)
Noncontrolling interest		(105)
Goodwill		9,324
Intangible asset – continuing membership agreement		8,255
Intangible asset – customer list		59
	$	15,055

Schedule of consolidated statement of operations on proforma basis

	March 31,
	2019
Revenue	$	27,023
Net income  attributable to IDEX common shareholders		19,480

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Long-term Investments (Tables)

3 Months Ended

Mar. 31, 2020

Schedule of Equity Method Investments [Line Items]

Schedule of long-term investments

	March 31,		December 31,
	2020		2019
Non-marketable equity investments	$	5,967	$	5,967
Equity method investments		16,651		16,654
Total	$	22,618	$	22,621

Schedule of long term investment under equity method

		March 31, 2020
						Income (loss)						Foreign currency
		January 1,				on		Impairment				translation		March 31,
		2020		Addition		investment		losses		Disposal		adjustments		2020
BDCG	(a)	$	9,800	$	—	$	—	$	—	$	—	$	—	$	9,800
Glory	(b)		6,854		—		(3)		—		—		—		6,851
Total		$	16,654	$	—	$	(3)	$	—	$	—	$	—	$	16,651

Glory

Schedule of Equity Method Investments [Line Items]

Schedule Of income statement information

Revenue	$	1
Gross profit		(4)
Net loss from operations		(10)
Net loss		(9)
Net loss attributable to Glory		(5)

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2020

Goodwill and Intangible Assets

Goodwill and Intangible Assets

Note 9.    Goodwill and Intangible Assets

Goodwill

The following table summarizes changes in the carrying amount of goodwill (in thousands):

Balance as of January 1, 2019	$	705
Acquisitions		22,639
Balance as of December 31, 2019		23,344
Measurement period adjustments		(12,513)
Effect of change in foreign currency exchange rates		(42)
Balance as of March 31, 2020	$	10,789

Intangible Assets

The following table summarizes information regarding amortizing and indefinite lived intangible assets (in thousands):

	March 31, 2020										December 31, 2019
	Weighted		Gross								Gross
	Average Remaining		Carrying		Accumulated		Impairment		Net		Carrying		Accumulated		Impairment		Net
	Useful Life		Amount		Amortization		Loss		Balance		Amount		Amortization		Loss		Balance
Amortizing Intangible Assets
Software and licenses		—	$	97	$	(97)	$	—	$	-	$	97	$	(97)	$	—	$	-
Solid Opinion IP (a)		3.9		4,655		(1,009)		—		3,646		4,655		(776)		—		3,879
Fintalk intangible assets (b)		-		635		(635)		—				635		(635)		—		-
Influencer network (c)		8.4		1,980		(314)		—		1,666		1,980		(264)		—		1,716
Customer contract (c)		1.4		500		(264)		—		236		500		(222)		—		278
Continuing membership agreement (d)		19.3		8,255		(310)		—		7,945		8,255		(206)		—		8,049
Customer list		2.3		59		(15)		—		44		59		(10)		—		49
Trade name (c)		13.4		110		(12)		—		98		110		(10)		—		100
Technology platform (c)		5.4		290		(66)		—		224		290		(55)		—		235
Land use rights (e)		99		25,739		—		—		25,739		27,079		—		—		27,079
Marketing and distribution agreement (e)		20		11,944		—		—		11,944		11,333		—		—		11,333
Total				54,264		(2,722)		—		51,542		54,993		(2,275)		—		52,718
Indefinite lived intangible assets
Website name				25		—		—		25		25		—		—		25
Patent				28		—		—		28		28		—		—		28
Total			$	54,317	$	(2,722)	$	—	$	51,595	$	55,046	$	(2,275)	$	—	$	52,771

(a) During the first quarter of 2019, the Company completed the acquisition of certain assets from SolidOpinion in exchange for 4.5 million shares of the Company’s common stock with a fair value of $7.2 million. The assets acquired included cash of $2.5 million and intellectual property (“IP”) which is complementary to the IP of Grapevine. The parties agreed that 0.5 million of such shares of common stock (“Escrow Shares”) will be held in escrow until February 19, 2020 in connection with SolidOpinion’s indemnity obligations pursuant to the agreement. SolidOpinion has the rights to vote and receive the dividends paid with respect to the Escrow Shares. The Escrow Shares were scheduled to be released on February 19, 2020, and were released in April 2020.

(b) In September 2018, the Company entered into an agreement to purchase Fintalk Assets from Sun Seven Star International Limited, a Hong Kong company and an affiliate of Dr. Wu. FinTalk Assets include the rights, titles and interest in a secure mobile financial information, social, and messaging platform that has been designed for streamlining financial-based communication for professional and retail users. The initial purchase price for the Fintalk Assets was $7.0 million payable with $1.0 million in cash and shares of the Company’s common stock with a fair market value of $6.0 million. The Company paid $1.0 million in October 2018 and recorded this amount in prepaid expenses as of December 31, 2018 because the transaction had not closed. The purchase price was later amended to $6.4 million, payable with $1.0 million in cash and shares of the Company’s common stock with a value of $5.4 million.  The Company issued 2.9 million common shares in June 2019 and completed the transaction.  In the fourth quarter of 2019, management determined these assets had no future use and recorded an impairment loss of $5.7 million.

(c) During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. Refer to Note 6(b).

(d) During the third quarter of 2019, the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 90.0 %. Intangible assets of $8.3 million were recognized on the date of acquisition. Refer to Note 6(c).

(e) During the fourth quarter of 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. Refer to Note 6(a) for additional information.

Amortization expense relating to intangible assets was $0.4 million and $0.2 million for the three months ended March 31, 2020 and 2019, respectively.

The following table summarizes the expected amortization expense for the following years (in thousands):

	Amortization
	to be
Years ending December 31,	recognized
2020 (excluding the three months ended March 31, 2020)	$	1,761
2021		2,578
2022		2,457
2023		2,448
2024		1,672
2025 and thereafter		40,626
Total	$	51,542

The above table assumes that the amortization commences on the Land use rights and Marketing and distribution agreement on July 1, 2020; however, actual amortization may commence at a later date as EV production commences.

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VIE Structure and Arrangements

3 Months Ended

Mar. 31, 2020

VIE Structure and Arrangements

VIE Structure and Arrangements

Note 5.    VIE Structure and Arrangements

Prior to December 31, 2019, the Company consolidated certain VIEs located in the PRC in which it held variable interests and was the primary beneficiary through contractual agreements. The Company was the primary beneficiary because it had the power to direct activities that most significantly affected their economic performance and had the obligation to absorb or right to receive the majority of their losses or benefits. The results of operations of these VIEs are included in the consolidated financial statements for the year ended December 31, 2019. A shareholder in one of the VIEs is the spouse of Bruno Wu (“Dr. Wu”), the Chairman of the Company.

The contractual agreements, which collectively granted the Company the power to direct the VIEs activities that most significantly affected their economic performance, as well to cause the Company to have the obligation to absorb or right to receive the majority of their losses or benefits, were terminated by all parties on December 31, 2019.  As a result, the Company deconsolidated the VIEs as of December 31, 2019.

Refer to Note 10 for information on an additional VIE.

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Share-Based Compensation - Summary of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Options Outstanding
Granted	0
Options
Options Outstanding
Outstanding at January 1, 2020	14,936,726
Granted	0
Exercised	0
Expired	(711,583)
Forfeited	(897,917)
Outstanding at March 31, 2020	13,327,226	14,936,726
Vested and expected to be vested as of March 31, 2020	13,327,226
Options exercisable at March 31, 2020 (vested)	7,930,354
Weighted Average Exercise Price
Outstanding at January 1, 2020	$ 2.13
Granted	0.00
Exercised	0.00
Expired	1.95
Forfeited	1.98
Outstanding at March 31, 2020	2.15	$ 2.13
Vested and expected to be vested as of March 31, 2020	2.15
Options exercisable at March 31, 2020 (vested)	$ 2.26
Weighted Average Remaining Contractual Life (Years)
Outstanding at January 1, 2020	8 years 2 months 1 day	8 years 5 months 23 days
Outstanding at March 31, 2020	8 years 2 months 1 day	8 years 5 months 23 days
Vested and expected to be vested as of March 31, 2020	8 years 2 months 1 day
Options exercisable at March 31, 2020 (vested)	7 years 8 months 1 day
Aggregated Intrinsic Value
Outstanding at January 1, 2020	$ 0	$ 0
Vested and expected to be vested as of March 31, 2020	0
Options exercisable at March 31, 2020 (vested)	$ 0

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Subsequent Events (Details) shares in Thousands, ¥ in Millions					3 Months Ended
	May 01, 2020 USD ($) shares	Apr. 10, 2020 USD ($)	Apr. 03, 2020 USD ($) shares	Dec. 19, 2019 shares	Mar. 31, 2020 CNY (¥)	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Subsequent Event [Line Items]
Targeted revenue to get 50 million investment						$ 378,000	$ 26,946,000
Number of shares issued | shares				2,000
Debt Instrument, Face Amount								$ 28,932,000	$ 26,932,000
Subsequent Event
Subsequent Event [Line Items]
Share price calculated as a percentage of market price			90.00%
Share price calculated based on number of consecutive trading days			5
Subsequent Event | YA II PN, Ltd.
Subsequent Event [Line Items]
Common stock authorized to sell			$ 4.99
Shares equivalent to commitment fee | shares			1,000
Subsequent Event | Paycheck Protection Program Loan [Member]
Subsequent Event [Line Items]
Shares equivalent to commitment fee | shares	7,000
Debt Instrument, Face Amount	$ 100,000	$ 300,000
Debt Instrument, Number of Installments	18	18
Debt Instrument, Installment Payable		$ 18,993,000
Qingdao Xingyang City Investment [Member]
Subsequent Event [Line Items]
Aggregate potential investment					¥ 200.0			$ 28,000,000
Initial investment | ¥					¥ 50.0
SEDA | YA II PN, Ltd.
Subsequent Event [Line Items]
Common stock authorized to sell			$ 50,000,000
Period during which the entity is authorized to sell its stock			36 months

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Earnings (Loss) Per Common Share - Computation of Diluted Earnings Loss Per Share (Details) - shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	47,347	55,046
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	7,996	8,996
Options and RSUs
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	13,382	14,938
Series A preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	933	933
DBOT Contingent Shares
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	818	8,501
Convertible promissory note and interest
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	24,218	21,678

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Property and Equipment net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Capitalized cost related to the legal and architect costs	$ 2,700		$ 2,700
Operating expense
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 31,536	$ 16,609

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Acquisitions and Divestitures - Divestures (Details) - USD ($) shares in Millions, $ in Millions				3 Months Ended		6 Months Ended	9 Months Ended
	Dec. 19, 2019	Aug. 31, 2019	Aug. 30, 2019	Sep. 30, 2019	Jun. 30, 2019	Jun. 30, 2019	Sep. 30, 2019
Acquisitions and Divestitures
Number of shares issued	2.0
Amer Global Technology Limited [Member]
Acquisitions and Divestitures
Ownership Interest In Disposal Goup					10.00%	10.00%
Diluted Ownership Interest In Disposal Group		10.00%	55.00%
Disposal Gain				$ 0.5			$ 0.5
Bad debt expense relating to receivable due to subsidiary				$ 0.6			$ 0.6
Gain On Disposal Attributable To Ownership Interest Retained					$ 0.1	$ 0.1

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Goodwill and Intangible Assets - Additional Information (Details) - USD ($) shares in Millions, $ in Millions					1 Months Ended		3 Months Ended
	Feb. 19, 2020	Dec. 26, 2019	Jun. 01, 2019	Sep. 04, 2018	Oct. 31, 2018	Sep. 30, 2018	Mar. 31, 2020	Dec. 31, 2019	Sep. 30, 2019	Mar. 31, 2019
Business Acquisition [Line Items]
Amortization expense relating to intangible assets							$ 0.4			$ 0.2
DBOT
Business Acquisition [Line Items]
Equity Method Investment, Ownership Percentage									90.00%
Finite-lived Intangible Assets Acquired									$ 8.3
SolidOpinion, Inc ("SolidOpinion")
Business Acquisition [Line Items]
Total purchase price paid										7.2
Cash paid to acquire entity										$ 2.5
Number of shares exchange	0.5									4.5
Fintalk
Business Acquisition [Line Items]
Total purchase price paid					$ 6.4	$ 7.0
Cash paid to acquire entity					1.0	1.0
Number of shares exchange			2.9
Value of capital stock issued					$ 5.4	$ 6.0
Impairment loss								$ 5.7
Grapevine Logic, Inc. ("Grapevine")
Business Acquisition [Line Items]
Equity Method Investment, Ownership Percentage						65.70%
Total purchase price paid				$ 2.4
Tree Technologies
Business Acquisition [Line Items]
Equity Method Investment, Ownership Percentage								51.00%
Cash paid to acquire entity		$ 0.9