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): November 12, 2018

 

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada 20-1778374
(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)

 

001-35561

(Commission File Number)

 

55 Broadway, 19th Floor, New York, NY 10006

(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 (see General Instruction A.2. below):

 

  ¨ 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))

 

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 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 12, 2018, the Board of Directors (the “Board”) of Ideanomics, Inc. (Nasdaq: IDEX) (“Ideanomics” or the “Company”) appointed two new directors to the Board: Alex Yao, as the Chairman of the Board, and Richard Frankel, as the Executive Vice Chairman of the Board. Also on November 12, 2018, Dr. Bruno Wu resigned from his role as Co-Chief Executive Officer (“CEO”) and Chairman of the Board, and the Board appointed Brett McGonegal, the Company’s Co-CEO, as a director and the CEO of the Company.

 

Dr. Bruno Wu resigned from his role as Co-CEO and Chairman of the Board in order to lead the National Committee for China-U.S. Relations, which is a new committee developed to improve relations between China and the U.S. and resolve disputes between the two countries. Dr. Wu has assumed the role of Special Advisor to the Board, and will continue in his current role as Chairman and CEO of Sun Seven Stars Investment Group Limited, a private, family-held media and investment company and majority holder of the Company (“SSS”).

 

Mr. Yao is and will remain the CEO of SSS’s majority controlled fintech and digital finance arm, and is Managing Partner and Founder of Long March Capital Group, an investment management and advisory firm focused on consumer finance, fintech, mining and infrastructure. Mr. Yao has experience in private equity investments in energy, commodities, consumer financing and technology and has worked with numerous large state-owned enterprises and financial institutions to successfully close several cross-border acquisitions.

 

Mr. Frankel has 25 years of combined experience working in law enforcement and public service as a former Associate Director of National Intelligence and Senior Federal Bureau of Investigation Representative to the Office of the Director of National Intelligence, and a U.S. prosecutor. He has expertise in risk identification and mitigation strategies in business, including cyber, criminal and operational threats. From 1990 to 1995, Mr. Frankel was Assistant District Attorney, Suffolk County New York. From 1995 to 2016, he was Special Agent with the Federal Bureau of Investigation. He was Associate Director of National Intelligence (senior FBI Detailee to ODNI) for 18 months, from 2011 to 2012. Mr. Frankel was Federal Government Senior Executive Service in the FBI, Detailee and Special Agent In-Charge from 2011 to 2016, and he has been an Of Counsel Attorney in private practice from 2017 to present.

 

There is no arrangement between Mr. Yao or Mr. Frankel and any person pursuant to which Mr. Yao or Mr. Frankel was selected as a director. Neither Mr. Yao nor Mr. Frankel is a party to any transaction in which the Company is a participant. Mr. Yao’s cash and equity compensation arrangements as a director will be the same as those previously reported for other non-employee directors. Mr. Frankel will receive a salary amount and potential equity compensation that we expect will be greater than given to non-employee directors of the Company. To date, he has been a receiving salary through Red Rock Global Capital Limited, a wholly owned subsidiary of the Company. However, his new compensation level as a Director of the Company has not been yet determined.

 

Mr. McGonegal, age 45, has served as Co-CEO of the Company since September 2018. From 2012 to 2016, Mr. McGonegal previously served as CEO of Yunfeng Financial Group Limited (formerly known as ReOrient Group Limited), a Hong Kong-based investment bank that was partially sold to Jack Ma, Chairman of Alibaba Group Holding Ltd., in 2015. Mr. McGonegal was Co-Head of Equity Sales and Trading at Cantor Fitzgerald Capital Markets (Hong Kong) Limited, and he served as a Senior Managing Director at Schwab Capital Markets in the U.S. On September 10, 2018, the Company agreed to appoint Mr. McGonegal as Co-CEO of the Company in accordance with the terms of a binding Memorandum of Understanding (the “MOU”) entered into on September 10, 2018, as previously disclosed in the Company’s Current Report on Form 8-K filed on September 14, 2018 (the “September Form 8-K”). An employment contract with Mr. McGonegal will be finalized within 90 days from September 10, 2018. There is no arrangement or understanding between Mr. McGonegal and any other person pursuant to which Mr. McGonegal was selected as CEO. There is no family relationship between Mr. McGonegal and any director or officer of the Company. Mr. McGonegal is not a party to any transaction in which the Company is a participant other than with regards to the MOU as described in Item 1.01 of the September Form 8-K.

 

Item 8.01.Other Events.

 

On November 14, 2018, the Company issued a press release announcing the resignations and appointments noted in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits
     
Exhibit No. Description
99.1 Press Release, dated November 14, 2018
       

 

 

 

 

 

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: November 19, 2018 By: /s/ Brett McGonegal
  Brett McGonegal
  Chief Executive Officer

  

 

 

Exhibit 99.1

 

 

 

Ideanomics Appoints New Officers and Directors

 

Former Executive Chairman and co-CEO Dr. Bruno Wu takes new role to lead the National Committee for China-US Relations and returns to his holding company.

 

·                     Dr. Bruno Wu, to lead National Committee for China-US Relations; a new committee aimed at resolving China-US disputes.

·                     Dr. Bruno Wu remains as a Special Advisor to the Board of Directors of Ideanomics.

·                     Alex Yao is named as Chairman of the Board of Directors.

·                     Brett McGonegal named Director and CEO of Ideanomics.

·                     Richard Frankel named Director and Executive Vice Chairman of the Board of Directors.

 

NEW YORK, November 14, 2018 /PRNewswire/ -- Ideanomics (NASDAQ: IDEX) ("Ideanomics" or the "Company"), a leading global fintech and asset digitization services company is pleased to announce that Alex Yao is named as Chairman of the Board of Directors and Brett McGonegal has been named the company’s CEO.

 

The Ideanomics management team and Board met with Dr. Wu to discuss the opportunity of his leading the China-US relations committee. Although Dr. Wu will be participating in a non-governmental organization, the level of interaction with government officials means that Dr. Wu cannot remain as the Chairman and CEO of a U.S. public company. As such, he will be stepping down from his positions at Ideanomics and will concentrate on this prestigious and highly visible role as an ambassador for the benefit of improved relations between China and the U.S. Dr. Wu will remain as special advisor to the Board of Directors of Ideanomics and will continue his current role as Chairman and CEO at Sun Seven Stars’, his private, family-held, media and investment company which will remain as the largest shareholder of Ideanomics.

 

Bruno Wu, the company’s former Executive Chairman and co-CEO, commented, “Alex and Brett are exceptional leaders who have demonstrated financial services innovation and global market expertise throughout their careers. I have the utmost confidence that they will continue to drive shareholder value by leading Ideanomics to deliver the types of digital financial products that both asset holders and investors are looking for.”

 

Alex Yao is the Chief Executive Officer of Sun Seven Stars’ majority controlled fintech and digital finance arm, as well as Managing Partner of Long March Capital, an investment management and advisory firm focused on mining and infrastructure. Mr. Yao has tremendous experience in private equity investments in energy, commodities, consumer financing and technology. He founded Long March Capital, an investment management and advisory firm focused on consumer finance and Fintech. Through the platform, Mr. Yao has worked with numerous large state-owned enterprises and financial institutions to successfully close several cross-border landmark acquisitions.

 

 

 

 

 

 

Brett McGonegal joined the company in September 2018 as co-CEO. He brings significant operational and financial markets expertise, formerly serving as CEO of Hong-Kong listed investment bank The Reorient Group (376HK), which was sold to Alibaba's Jack Ma and associates in 2015 for $3.4bn from an original $11M investment just 4 years prior. Prior to Reorient, McGonegal was Co-Head of Equity Sales and Trading at Cantor Fitzgerald in Hong Kong and a Senior Managing Director at Charles Schwab Capital Markets in the U.S. Mr. McGonegal will be based out of New York and Hong Kong.

 

Richard Frankel has been appointed Executive Vice Chairman to the Board of Directors of Ideanomics. Mr. Frankel has 25 years of combined FBI and other US Law Enforcement Community and prosecutorial experience. He is an expert in risk identification and mitigation strategies in business and security risks - cyber, criminal and operational threats. A former Associate Director of National Intelligence, and Senior FBI Representative to the Office of the Director of National Intelligence, Mr. Frankel served for more than 25 years in public service, the majority of his career with the Federal Bureau of Investigation (FBI).

 

About Ideanomics

Ideanomics seeks to become a next generation fintech company by leveraging blockchain and artificial intelligence technologies.

 

We are headquartered in New York, NY, and have planned a “Fintech Village” center for Technology and Innovation in West Hartford, CT, and have offices in London, Hong Kong and Beijing, China.

 

Safe Harbor Statement

This press release contains certain statements that may include "forward looking statements". All statements other than statements of historical fact included herein are "forward-looking statements." These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties, and include statements regarding our intention to transition our business model to become a next-generation financial technology company, our business strategy and planned product offerings, our intention to phase out our oil trading and consumer electronics businesses, and potential future financial results. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of risks and uncertainties, such as risks related to: our ability to continue as a going concern; our ability to raise additional financing to meet our business requirements; the transformation of our business model; fluctuations in our operating results; strain to our personnel management, financial systems and other resources as we grow our business; our ability to attract and retain key employees and senior management; competitive pressure; our international operations; and other risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our most recent Form 10-K and Form 10-Q filed with the Securities and Exchange Commission, and similar disclosures in subsequent reports filed with the SEC, which are available on the SEC website at www.sec.gov.. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these risk factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

 

 

IR Contacts

Federico Tovar, CFO at Ideanomics

Tony Sklar, VP of Communications at Ideanomics

Email: ir@ideanomics.com

www.ideanomics.com