UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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| Item 2.01. | Completion of Acquisition or Disposition of Assets |
As previously disclosed, Ideanomics, Inc. (“Ideanomics”) entered into a stock purchase agreement (the “Agreement”) with Timios Holding Corp. (“Timios”) pursuant to which Ideanomics agreed to acquire 100% of the outstanding capital stock of Timios (the “Acquisition”) subject to the terms set forth in the Agreement. The Agreement was previously disclosed in the Company’s Current Report on Form 8-K filed with the Commission on November 12, 2020, Item 1.01 of which is incorporated by reference herein.
On January 8, 2021, Ideanomics closed the Acquisition. At Closing, Ideanomics acquired 100% of the outstanding capital stock of Timios for approximately $46.5 million in cash consideration ($40.0 million base consideration plus $6.5 million for cash on hand).
On March 22, 2021, Ideanomics disclosed on Form 8-K/A amendments to the Current Report on Form 8-K filed on November 12, 2020 and Form 8-K filed on January 8, 2021 in order to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K in connection with the Company’s acquisition of Timios. The Form 8-K/A provided information for the year ended December 31, 2019 and as of and for the nine months ended September 30, 2020.
This Current Report on Form 8-K/A supplements and amends the Current Report on Form 8-K filed on November 12, 2020 and Form 8-K filed on January 8, 2021 in order to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K in connection with the Company’s acquisition of Timios. This Form 8-K/A provides information as of and for the year ended December 31, 2020.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial Statements of Businesses Acquired.
The audited consolidated financial statements of Timios Holding Corp. as of and for the year ended December 31, 2020, including the notes related thereto, are filed as Exhibit 99.1 and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of Ideanomics and Timios Holding Corp. as of and for the year ended December 31, 2020, including the notes related thereto, are filed as Exhibit 99.2 and incorporated herein by reference.
(d) Exhibits.
| Exhibit Number |
Description | |
| 23.1 | Consent of Independent Auditors. | |
| 99.1 | Audited consolidated financial statements of Timios Holding Corp. as of and for the year ended December 31, 2020. | |
| 99.2 | Unaudited pro forma condensed combined financial information of Ideanomics and Timios Holding Corp. as of and for the year ended December 31, 2020. | |
| 104 | Cover Page Interactive Data File (Formatted as Inline XBRL). |
SIGNATURES
Pursuant to 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 hereunto duly authorized.
| Ideanomics, Inc. | ||
| Date: April 6, 2021 | By: | /s/ Alfred Poor |
| Alfred Poor | ||
| Chief Executive Officer | ||