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Published: 2023-04-21 17:21:14 ET
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): April 20, 2023

  

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-1778374

(State or other jurisdiction of

(IRS Employer
incorporation) Identification No.)

 

001-35561

(Commission File Number)

  

1441 Broadway, Suite 5116, New York, NY 10018

(Address of principal executive offices) (Zip Code)

 

212-206-1216

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ¨

 

 

 

  

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously reported, on May 20, 2022, the Company received a deficiency notification from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price for the Company’s common stock for the last 30 consecutive business days had closed below the minimum $1.00 per share required for continued listing under Nasdaq Listing Rule 5550(a)(2). The Company was granted a 180 calendar day grace period, or until November 16, 2023, to regain compliance with the Rule. Subsequently, on November 17, 2022, the Company was provided an additional 180 calendar day compliance period, or until May 15, 2023, to demonstrate compliance with the minimum bid price requirement. The continued listing standard would be met if the Company evidenced a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days during the grace period.

 

On April 20, 2023, the Company was notified by the Listing Qualifications Staff (the “Staff”) of Nasdaq that the Company did not meet the minimum closing bid price requirement of $1.00 for continued listing, as set forth in Nasdaq Listing Rule 5550(a)(2), as the Staff has determined that as of April 19, 2023, the Company’s securities had a closing bid price of $0.10 or less for ten consecutive trading days, from April 5 through April 19, 2023. As such, the Staff has determined to delist the Company’s common stock from the Nasdaq Capital Market and to suspend trading of the common stock at the opening of business on May 1, 2023, and file a Form 25-NSE with the Securities and Exchange Commission, unless the Company timely requests a hearing on an appeal of this determination by the Staff before the Nasdaq Hearings Panel, which will stay the suspension of the Company’s common stock pending the panel’s decision. The Company plans to timely submitting a hearing request to Nasdaq’s Hearings Department.

 

Forward-Looking Statements

 

Statements in this report that are not strictly historical in nature constitute “forward-looking statements.” Such statements include, but are not limited to, the Company’s successfully appealing the Staff’s determination and its ability to regain compliance with Nasdaq’s continued listing standards. Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause actual results to be materially different from any results expressed or implied by such forward-looking statements. Risk factors that may cause actual results to differ are discussed in the Company’s SEC filings. All forward-looking statements are qualified in their entirety by this cautionary statement. The Company is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this report as a result of new information, future events or otherwise. 

 

 

 

  

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 21, 2023 By: /s/ Alfred P. Poor
    Alfred P. Poor
    Chief Executive Officer