IDEANOMICS, INC. - Quarter Report: 2021 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2021

☐ 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.)

1441 Broadway, Suite 5116

New York, NY 10018

(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

Nasdaq Capital 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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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 ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 497,680,745 shares as of November 18, 2021.

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QUARTERLY REPORT ON FORM 10-Q

OF IDEANOMICS, INC.

FOR THE PERIOD ENDED SEPTEMBER 30, 2021

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PART I	-FINANCIAL INFORMATION

Item 1.	Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49
Item 3	Quantitative and Qualitative Disclosures About Market Risk	67
Item 4.	Controls and Procedures	68

PART II	-OTHER INFORMATION

Item 1.	Legal Proceedings	70
Item 1A.	Risk Factors	70
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	75
Item 3.	Defaults Upon Senior Securities	75
Item 4.	Mine Safety Disclosures	75
Item 5.	Other Information	75
Item 6.	Exhibits	76
Signatures		77

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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 98% of the share capital Delaware Board of Trade Holdings, Inc. On September 20, 2021 the name was changed to Justly 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;

•“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 the Company’s EV businesses in the PRC;

•“PRC,” “China,” and “Chinese,” refer to the People’s Republic of China;

•“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;

•"Solectrac" refers to Solectrac, Inc., which was acquired on June 11, 2021;

•“SSSIG” refers to Sun Seven Stars Investment Group Limited, a British Virgin Islands corporation, an affiliate of Bruno Wu (“Dr. Wu,”) the former Chairman of the Company;

•“Timios” refers to Timios Holdings Corp. and its affiliates which was acquired on January 8, 2021;

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

•"US Hybrid" refers to US Hybrid Corporation, which was acquired on June 20, 2021;

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

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

•“WAVE” refers to Wireless Advanced Vehicle Electrification, Inc. which was acquired on January 15, 2021.

Explanatory Note

On November 16, 2021, Ideanomics, Inc. (the “Company”, “we”, “our” or “us”) filed a Current Report on Form 8-K disclosing that the Company determined that our previously issued financial statements contained in our Quarterly Report on Form 10-Q for the period ended March 31, 2021 and Quarterly Report on Form 10-Q for the period ending June 30, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to revenue reported by our affiliate Timios Holding Corp. (“Timios”), that provides title and agency services.

The errors were uncovered as part of the preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021. The preparation of the Company’s condensed consolidated financial statements as of and for the period ended September 30, 2021 also identified additional transactions and accounting practices not in accordance with U.S. generally accepted accounting principles (“US GAAP”).

The amendments to our Quarterly Reports on Form 10-Q for the periods ended March 31, 2021 and June 30, 2021 reflect the correction of the following errors identified subsequent to the filing of our Quarterly Report on Form 10-Q for the period ended

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March 31, 2021 and June 30, 2021, which were initially filed with the Securities and Exchange Commission (the “SEC”) on May 17, 2021 and August 16, 2021, respectively:

A.The Company determined that it did not present Timios title and agency services revenue and the related cost of revenue in accordance with US GAAP on the condensed consolidated statement of operations, as premiums from title insurance policies written by independent agencies were presented on a gross basis and did not properly present revenue and cost of revenue net of commission costs.

B.The Company discovered that it did not properly account for its investment in Technology Metals Market Limited (“TM2”) in accordance with the equity method of accounting. In addition, the Company determined that it incorrectly presented equity income (loss) on its equity method investments as a component of interest and other income (expense) on the condensed consolidated statements of operations rather than as a separate financial statement caption below income taxes.

C.The Company discovered certain errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its acquisitions.

D.The Company determined that the errors in determining the estimated fair value of net assets acquired in its acquisitions resulted in an additional reduction to the Company’s deferred tax liabilities.

E.The Company determined that it did not properly recognize income tax expense (benefit) for certain acquired entities subsequent to their respective acquisitions during the periods ended March 31, 2021 and six months ended June 30, 2021.

See “Item 4 — Controls and Procedures” that discloses a material weakness in the Company’s internal controls associated with the restatements, as well as management’s restated conclusion that the Company’s internal controls over financial reporting were not effective as of March 31, 2021 and June 30, 2021.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

IDEANOMICS, INC.

INDEX TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


			Page
Unaudited Condensed Consolidated Balance Sheets			6
Unaudited Condensed Consolidated Statements of Operations			7
Unaudited Condensed Consolidated Statements of Comprehensive Loss			8
Unaudited Condensed Consolidated Statements of Equity			9
Unaudited Condensed Consolidated Statements of Cash Flows			11
Notes to Unaudited Condensed Consolidated Financial Statements			13

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IDEANOMICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (USD in thousands)


	September 30, 2021		December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	256,930	$	165,764
Accounts receivable, net	4,494		7,400
Available-for-sale securities	58,441		—
Inventory	3,819		—
Prepaid expenses	23,384		2,629
Amount due from related parties	554		240
Other current assets	1,617		3,726
Held for sale assets (Fintech Village)	7,068		—
Total current assets	356,307		179,759
Property and equipment, net	1,627		330
Fintech Village	—		7,250
Intangible assets, net	74,246		29,705
Goodwill	111,458		1,165
Long-term investments	35,549		8,570
Operating lease right of use assets	8,759		155
Other non-current assets	7,933		7,478
Total assets	$	595,879	$	234,412

LIABILITIES, CONVERTIBLE REDEEMABLE PREFERRED STOCK, REDEEMABLE NON-CONTROLLING INTEREST AND EQUITY
Current liabilities
Accounts payable	$	6,943	$	5,057
Deferred revenue (including customer deposits of $3,527 and $31 as of September 30, 2021 and December 31, 2020, respectively)	4,464		1,129
Accrued salaries	5,487		1,750
Amount due to related parties	1,112		882
Other current liabilities	8,670		2,235
Current portion of operating lease liabilities	2,308		115
Current contingent consideration	2,775		1,325
Promissory note-short term	417		568

Asset retirement obligations	4,653		—
Redeemable non-controlling interest	7,832		—
Total current liabilities	44,661		13,061
Asset retirement obligations	—		4,653
Deferred tax liabilities	826		—
Operating lease liability-long term	6,479		19
Non-current contingent consideration	2,337		7,635
Other long-term liabilities	7,710		7,275
Total liabilities	62,013		32,643
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 September 30, 2021 and December 31, 2020	1,262		1,262
Redeemable non-controlling interest	—		7,485
Equity:
Common stock - $0.001 par value; 1,500,000,000 shares authorized, 481,901,523 shares and 344,861,295 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively	483		345
Additional paid-in capital	938,006		531,866
Accumulated deficit	(411,409)		(346,883)
Accumulated other comprehensive income	546		1,256
Total Ideanomics, Inc. shareholders' equity	527,626		186,584
Non-controlling interest	4,978		6,438
Total equity	532,604		193,022
Total liabilities, convertible redeemable preferred stock, redeemable non-controlling interest and equity	$	595,879	$	234,412

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

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IDEANOMICS, INC.

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


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Revenue from sales of products (including from a related party of $0, $2, $1 and $9 for the three and nine months ended September 30, 2021 and 2020, respectively)	$	9,977	$	10,140	$	21,934	$	14,728
Revenue from sales of services	17,070		480		65,898		962
Total revenue	27,047		10,620		87,832		15,690
Cost of revenue from sales of products (including from a related party of $9 ,$0, $20 and $2 for the three and nine months ended September 30, 2021 and 2020, respectively)	9,893		9,455		20,838		13,779
Cost of revenue from sales of services	12,626		451		42,323		897
Total cost of revenue	22,519		9,906		63,161		14,676
Gross profit	4,528		714		24,671		1,014

Operating expenses:
Selling, general and administrative expenses	28,876		7,636		53,650		20,188
Research and development expense	184		1,318		429		1,318
Professional fees	9,387		3,968		21,994		8,096
Impairment losses	21,033		3,275		21,033		10,363
Change in fair value of contingent consideration, net	(5,099)		(4,179)		(7,006)		(2,900)
Litigation settlement	—		—		5,000		—
Depreciation and amortization	1,682		695		4,445		1,651
Total operating expenses	56,063		12,713		99,545		38,716

Loss from operations	(51,535)		(11,999)		(74,874)		(37,702)

Interest and other income (expense):
Interest income (expense), net	109		(2,014)		(871)		(14,061)
Loss on disposal of subsidiaries, net	—		—		(1,446)		—
Conversion expense	—		—		—		(2,266)
Gain on remeasurement of investment	—		—		2,915		—
Gain on extinguishment of debt	300		—		300		—
Other income, net	8		5,283		689		6,272
Loss before income taxes and non-controlling interest	(51,118)		(8,730)		(73,287)		(47,757)

Income tax benefit	842		—		9,667		—

Equity in gain (loss) of equity method investees	(819)		7		(1,517)		(8)

Net loss	(51,095)		(8,723)		(65,137)		(47,765)

Deemed dividend related to warrant repricing	—		—		—		(184)

Net loss attributable to common shareholders	(51,095)		(8,723)		(65,137)		(47,949)

Net loss attributable to non-controlling interest	244		437		611		737

Net loss attributable to Ideanomics, Inc. common shareholders	$	(50,851)	$	(8,286)	$	(64,526)	$	(47,212)

Earnings (loss) per share
Basic	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)
Diluted	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)

Weighted average shares outstanding:
Basic	473,829,962		237,535,999		432,989,602		191,976,856
Diluted	473,829,962		237,535,999		432,989,602		191,976,856

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

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IDEANOMICS, INC.

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


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net loss	$	(51,095)	$	(8,723)	$	(65,137)	$	(47,765)
Other comprehensive income (loss), net of nil tax:
Changes in fair value of available-for-sale securities	4		—		(16)		—
Foreign currency translation adjustments	(295)		1,356		(1,196)		1,639
Comprehensive loss	(51,386)		(7,367)		(66,349)		(46,126)
Deemed dividend related to warrant repricing	—		—		—		(184)
Comprehensive loss (gain) attributable to non-controlling interest	350		122		1,113		(51)
Comprehensive loss attributable to Ideanomics, Inc. common shareholders	$	(51,036)	$	(7,245)	$	(65,236)	$	(46,361)

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

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IDEANOMICS, INC.

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


	Nine Months Ended September 30, 2020
	Common Stock	Par Value		Additional Paid-in Capital		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 convertible note	1,454,424	1		613		—		—		614		—		614
Common stock issuance for acquisition	10,883,668	11		6,737		—		—		6,748		—		6,748
Common stock issuance for warrant exercise	1,000,000	1		999		—		—		1,000		—		1,000
Measurement period adjustment	—	—		—		—		—		—		(11,454)		(11,454)
Non-controlling shareholder contribution	—	—		—		—		—		—		100		100
Net income (loss)	—	—		—		(12,348)		—		(12,348)		(378)		(12,726)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(16)		(16)		23		7
Balance, March 31, 2020	163,460,045	163		293,345		(260,829)		(680)		31,999		13,469		45,468
Share-based compensation	—	—		3,394		—		—		3,394		—		3,394
Common stock issuance for acquisition	459,180	—		293		—		—		293		—		293
Common stock issuance for convertible note	26,231,634	26		19,983		—		—		20,009		—		20,009
Common stock issued to settle debt	4,577,876	5		2,309		—		—		2,314		—		2,314
Common stock issued under employee stock incentive plan	293,857	—		—		—		—		—		—		—
Common stock issuance for professional fee	515,942	1		308		—		—		309		—		309
Common stock issuance for warrant exercise	6,995,906	7		5,621		—		—		5,628		—		5,628
Common stock issuance	34,473,719	35		32,467		—		—		32,502		—		32,502
Measurement period adjustment	—	—		—		—		—		—		(131)		(131)
Net income (loss)**	—	—		—		(26,578)		—		(26,578)		(133)		(26,711)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		172		172		104		276
Balance, June 30, 2020	237,008,159	237		357,720		(287,407)		(508)		70,042		13,309		83,351
Share-based compensation	—	—		3,252		—		—		3,252		—		3,252
Common stock issuance for acquisition	1,613,207	2		1,031		—		—		1,033		—		1,033
Common stock issuance for professional fee	250,000	—		343		—		—		343		—		343
Net income (loss)*	—	—		—		(8,286)		—		(8,286)		(547)		(8,833)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		798		798		558		1,356
Balance, September 30, 2020	238,871,366	$	239	$	362,346	$	(295,693)	$	290	$	67,182	$	13,320	$	80,502

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

** Excludes deemed dividend related to warrant repricing

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

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IDEANOMICS, INC.

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


	Nine months ended September 30, 2021
	Common Stock	Par Value		Additional Paid-in Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Ideanomics Shareholders’ equity		Non- controlling Interest*		Total Equity
Balance, January 1, 2021	344,861,295	$	345	$	531,866	$	(346,883)	$	1,256	$	186,584	$	6,438	$	193,022
Share-based compensation	—	—		2,040		—		—		2,040		—		2,040
Common stock issuance for acquisition	10,181,299	10		32,367		—		—		32,377		—		32,377
Common stock issuance for professional fee	440,909	—		1,162		—		—		1,162		—		1,162
Common stock issued under employee stock incentive plan	475,000	—		251		—		—		251		—		251
Common stock issuance for at the market offering	17,615,534	18		53,389		—		—		53,407		—		53,407
Common stock issuance for convertible note	45,895,763	46		140,080		—		—		140,126		—		140,126
Net income (loss)*	—	—		—		(6,412)		—		(6,412)		(280)		(6,692)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(472)		(472)		(388)		(860)
Balance, March 31, 2021	419,469,800	419		761,155		(353,295)		784		409,063		5,770		414,833
Share-based compensation	—	—		2,007		—		—		2,007		—		2,007
Common stock issuance for at the market offering	25,301,190	25		74,322		—		—		74,347		—		74,347
Common stock issued under employee stock incentive plan	4,590,000	5		7,735		—		—		7,740		—		7,740
Common stock issuance for acquisition	6,733,497	7		21,120		—		—		21,127		—		21,127
Common stock issued pursuant to SEDA	10,000,000	10		27,290		—		—		27,300		—		27,300
Common stock issuance for professional fee	260,000	—		656		—		—		656		—		656
Changes in available-for-sale securities fair value	—	—		—		—		(20)		(20)		—		(20)
Net income (loss)*	—	—		—		(7,263)		—		(7,263)		(319)		(7,582)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(34)		(34)		(7)		(41)
Balance, June 30, 2021	466,354,487	466		894,285		(360,558)		730		534,923		5,444		540,367
Share-based compensation	—	—		15,187		—		—		15,187		—		15,187
Common stock issuance for at the market offering	7,495,997	7		17,737		—		—		17,744		—		17,744
Common stock issued under employee Stock Incentive Plan	4,051,021	6		293		—		—		299		—		299
Common stock issuance for Controlled Equity Offering Sales	1,988,401	2		4,201		—		—		4,203		—		4,203
Changes in available-for-sale securities fair value	—	—		—		—		4		4		—		4
Common stock issuance for acquisition	2,011,617	2		6,303		—		—		6,305		—		6,305
Net income (loss)*	—	—		—		(50,851)		—		(50,851)		(359)		(51,210)
Foreign currency translation adjustments, net of nil tax	—	—		—		—		(188)		(188)		(107)		(295)
Balance, September 30, 2021	481,901,523	$	483	$	938,006	$	(411,409)	$	546	$	527,626	$	4,978	$	532,604

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

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

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IDEANOMICS, INC.

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


	Nine Months Ended
	September 30, 2021		September 30, 2020
Cash flows from operating activities:
Net loss	$	(65,137)	$	(47,765)
Adjustments to reconcile net loss to net cash used in operating activities
Share-based compensation expense	19,234		8,848
Depreciation and amortization	4,445		1,651
Non-cash interest expense (income)	(616)		14,143
Allowance for doubtful accounts	(141)		585

Income tax benefit	(10,160)		—
Conversion expense	—		2,266
Loss on disposal of subsidiaries, net	1,446		—
Equity in losses of equity method investees	1,517		8
Other income (forgiveness of liabilities)	(777)		—
Issuance of common stock for professional fees	1,819		—
Gain on extinguishment of debt	(300)		—
Gain on remeasurement of investment	(2,915)		—
Impairment losses	21,033		4,143
Impairment of operating lease assets	—		6,220
Settlement of ROU operating lease liabilities	—		(5,706)
Change in fair value of contingent consideration	(7,006)		(2,900)
Change in assets and liabilities (net of amounts acquired):
Accounts receivable	5,042		(2,496)
Inventory	(410)		—
Prepaid expenses and other assets	(16,358)		(689)
Accounts payable	(1,572)		1,358
Deferred revenue	1,260		701
Amount due to related parties	387		1,542
Accrued expenses, salary and other current liabilities	6,971		(3,827)
Net cash used in operating activities	(42,238)		(21,918)

Cash flows from investing activities:
Acquisition of property and equipment	(1,352)		(45)
Acquisition of intangible asset	(263)		—
Proceeds from note receivable repayment	464		1,469
Disposal of subsidiaries, net of cash disposed	(44)		—
Acquisition of subsidiaries, net of cash acquired	(100,579)		—
Long term investment	(31,785)		—
Notes receivable	—		(1,910)
Investment in debt securities	(58,228)		—
Net cash used in investing activities	(191,787)		(486)

Cash flows from financing activities
Proceeds from issuance of convertible notes	220,000		2,000
Proceeds from exercise of options and warrants and issuance of common stock	185,291		39,128
Proceeds from noncontrolling interest shareholder	—		7,148
Borrowings from Small Business Association Paycheck Protection Program	—		460
Repayment of amounts due to related parties	—		(2,999)
Repayment of convertible note	(80,000)		—
Net cash provided by financing activities	325,291		45,737
Effect of exchange rate changes on cash	(100)		1,639
Net increase in cash and cash equivalents	91,166		24,972

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Cash and cash equivalents at the beginning of the period	165,764		2,633

Cash and cash equivalents at the end of the period	$	256,930	$	27,605

Supplemental disclosure of cash flow information:
Cash paid for income tax	$	928	$	—
Cash paid for interest	$	1,516	$	311

Issuance of shares for acquisition of DBOT	$	—	$	8,074
Tree Technologies measurement period adjustment	$	—	$	12,848
Issuance of shares for acquisition	$	59,808	$	—
Issuance of shares for convertible notes conversion	$	140,126	$	20,069
Issuance of shares for WAVE contingent liabilities	$	6,305	$	—

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

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IDEANOMICS, INC.

NOTES TO UNAUDITED CONDENSED 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 condensed 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. Through September 30, 2021, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. For the nine months ended September 30, 2021, the Company completed four acquisitions. We are in the in the process of obtaining required shareholder approval to acquire 100% of VIA Motors International, Inc., ("VIA Motors.") The total aggregate consideration payable in connection with this transaction is equal to $630.0 million, consisting of an upfront payment at the closing of the transaction of $450.0 million and an earnout payment of up to $180.0 million. On September 15, 2021the Company announced it has entered into an agreement to launch a voluntary conditional tender offer in concert with the Founders of Energica for shares of Energica Motor Company S.p.A. (Energica), pursuant to which Ideanomics plans to increase its investment from 20.0% in Energica to approximately 70.0%. The Energica Founders shall continue to own 29% of Energica. The Company anticipates that its internal management structure and the information reviewed by the chief operating decision maker will change such that it may have multiple reportable segments in the future. These will be Ideanomics Mobility, which will encompass the entities with businesses centered in the electric vehicle (“EV”) market, and Ideanomics Capital, which will encompass business centered in the finance/real estate market, Other, and a corporate entity, with the combination/consolidation of all comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment level, and the Company has appointed one segment manager and is in the process of identifying and appointing an additional segment manager and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure.

Ideanomics Mobility will drive EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three key pillars of EV: Vehicles, Charging, and Energy. These three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as Charging as a Service (“CaaS”) and Vehicle as a Service (“VaaS.”)

Ideanomics Capital will be the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry.

Basis of Presentation

In the opinion of management, the unaudited interim condensed 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 condensed 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, 2020 filed with the Securities and Exchange Commission (“SEC”) on March 31, 2021 (“2020 Form 10-K.”)

Use of Estimates

The preparation of condensed 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 consideration, fair values of financial instruments, intangible assets and goodwill, useful lives of intangible assets and

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property and equipment, asset retirement obligations, income taxes, and contingent consideration and other 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 of Ideanomics’ significant accounting policies, refer to Note 2 — “Summary of Significant Accounting Policies,” in Ideanomics’ consolidated financial statements included in the Company’s 2020 Form 10-K. During the nine months ended September 30, 2021, the Company acquired four businesses, Timios Holdings Corp. (“Timios,”) Wireless Advanced Vehicle Electrification, LLC. (“WAVE,”) US Hybrid ("U S Hybrid,") and Solectrac, Inc. ("Solectrac,") which resulted in the adoption of the following accounting policies with respect to those businesses.

Timios

Title Revenue

Premiums from title insurance policies written by independent agencies are recognized net of commission costs when the policies are reported to Timios and not before the effective date of the policy. Regulation of title insurance rates varies by state. Premiums are charged to customers based on rates predetermined in coordination with each states’ respective Department of Insurance.

Closing Revenue

A closing or escrow is a transaction pursuant to an agreement of a buyer, seller, borrower, or lender wherein an impartial third-party, such as Timios, acts in a fiduciary capacity on behalf of the parties in accordance with the terms of such agreement in order to accomplish the directions stated therein. Services provided include, among others, acting as escrow or other fiduciary agent, obtaining releases, and conducting the actual closing or settlement. Closing and escrow fees are recognized upon closing of the escrow, which is generally at the same time of the closing of the related real estate transaction.

Appraisal Revenue

Revenue from appraisal services are primarily related to establishing the ownership, legal status and valuation of the property in a real estate transaction. In these cases, Timios does not issue a title insurance policy or perform duties of an escrow agent. Revenues from these services are recognized upon delivery of the service to the customer.

Title Plant

Title plant consists of costs incurred to construct the title plant and to obtain, organize and summarize historical information for Glenn County title searches. These costs were capitalized until such time as the plant was deemed operational to conduct title searches and issue title insurance policies. Management has determined that the title plant has been properly maintained, has an indeterminable life, and in accordance with Accounting Standards Codification (“ASC”) Topic 950, Financial Services – Title Plant, has not been amortized. The costs to maintain the current status of the title plant are recorded as a current period expense.

Software Development Costs

Software developed or obtained for internal use in accordance with ASC 350-40, Internal-Use Software, is capitalized during the application development stage. In accordance with authoritative guidance, the Company begins to capitalize costs to develop software when preliminary development efforts are successfully completed, management has authorized and committed project funding, and it is probable that the project will be completed, and the software will be used as intended. Once the project has been completed, these costs are amortized to expense on a straight-line basis over the estimated useful life of the related asset, generally estimated to be three years. Costs incurred prior to meeting these criteria together with costs incurred for training and maintenance are expensed as incurred. The Company classifies software development costs associated with the development of the Company’s products and services as intangible assets. For the nine months ended September 30, 2021, the Company capitalized software development costs of $0.5 million.

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Escrow and Trust Deposits

In providing escrow services, Timios holds funds for others in a fiduciary capacity, pending completion of real estate transactions. A separate, self-balancing set of accounting records is maintained by Timios to record escrow transactions. Escrow trust funds held for others are not Timios’s and, therefore, are excluded from the accompanying condensed consolidated balance sheet, however, Timios remains contingently liable for the disposition of these deposits. Escrow trust balances at September 30, 2021 were $32.3 million. It is a common industry practice for financial institutions where escrow funds are deposited to either reimburse or to directly provide for certain costs related to the delivery of escrow services. Timios follows the practice of non-recognition of costs borne by the financial institution where escrow funds are deposited.

WAVE, U S Hybrid, and Solectrac (collectively, the acquired EV entities)

Inventory

Inventories, which include the costs of material, labor and overhead, are stated at the lower of cost or net realizable value, with cost generally computed on a first-in, first-out (“FIFO”) basis. Estimated losses from obsolete and slow-moving inventories are recorded to reduce inventory values to their estimated net realizable value and are charged to costs of revenue. At the point of loss recognition, a new cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in a recovery in carrying value.

The composition of inventory is as follows (in thousands):


	September 30, 2021
Raw materials	$	750
Work in progress		459
Finished goods		2,610
Total	$	3,819

The majority of the inventory is held in US Hybrid and Solectrac entities and represents finished assemblies and sub assemblies to be used in delivering electric powertrain components and electric tractors to customers, respectively.

Revenue

For product sales, the acquired EV entities consider practical and contractual limitations in determining whether there is an alternative use for the product. For example, long-term design and build contracts are typically highly customized to a customer’s specifications. For contracts with no alternative use and an enforceable right to payment for work performed to date, including a reasonable profit if the contract were terminated at the customer’s convenience for reason other than nonperformance, the acquired EV entities recognize revenue over time. All other product sales are recognized at a point in time.

For contracts recognized over time, the acquired EV entities have historically used the cost-to-total cost method to recognize the revenue over the life of the contract.

For contracts recognized at a point in time, the acquired EV entities recognize revenue when control passes to the customer, which is generally based on shipping terms that address when title and risk and rewards pass to the customer. However, the acquired EV entities also consider certain customer acceptance provisions as certain contracts with customers include installation, testing, certification or other acceptance provisions. In instances where contractual terms include a provision for customer acceptance, the acquired EV entities consider whether they have previously demonstrated that the product meets objective criteria specified by either the seller or customer in assessing whether control has passed to the customer.

For service contracts, the acquired EV entities recognize revenue as the services are rendered if the customer is benefiting from the service as it is performed, or otherwise upon completion of the service. Separately priced extended warranties are recognized as a separate performance obligation over the warranty period.

The transaction price in the acquired EV entities' contracts consists of fixed consideration and the impact of variable consideration including returns, rebates and allowances, and penalties. Variable consideration is generally estimated using a probability-weighted approach based on historical experience, known trends, and current factors including market conditions and status of negotiations.

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For design and build contracts, the acquired entities may at times collect progress payments from the customer throughout the term of the contract, resulting in contract assets or liabilities depending on the timing of the payments. Contract assets consist of unbilled amounts when revenue recognized exceeds customer billings. Contract liabilities consist of advance payments and billings in excess of revenue recognized.

Design and engineering costs for highly complex products to be sold under a long-term production-type contract are deferred and amortized in a manner consistent with revenue recognition of the related contract or anticipated contract. Other design and development costs are deferred only if there is a contractual guarantee for reimbursement. Costs to obtain a contract (e.g., commissions) for contracts greater than one year are deferred and amortized in a manner consistent with revenue recognition of the related contract.

Product Warranties

The acquired EV entities' standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. Accruals for estimated expenses related to product warranties are made at the time revenue is recognized and are recorded as a component of costs of revenue. The acquired EV entities estimate the liability for warranty claims based on standard warranties, the historical frequency of claims and the cost to replace or repair products under warranty. Factors that influence the warranty liability include the number of units sold, the length of warranty term, historical and anticipated rates of warranty claims and the cost per claim. The warranty liability as of September 30, 2021 is $0.6 million and is included in “Other long-term liabilities” within the condensed consolidated balance sheet. The warranty liability has not changed substantially subsequent to WAVE's acquisition.

Effects of COVID 19

Novel Coronavirus 2019 (“COVID-19”) is an infectious disease cause by severe acute respiratory syndrome coronavirus. 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 October 31, 2021, over 246.7 million cases had been reported across the globe, resulting in 5.0 million deaths.

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 have shut down significant parts of the local, regional, national, and international economies, for limited or extended periods of time, with the exception of government designated essential services.

In many parts of the world, stay-at-home and work-from-home orders were relaxed during the summer of 2020 as the effects of the Coronavirus appeared to lessen, and economic activity began to recover. However, commencing in the autumn and fall of 2020 and continuing, the U.S. as well as countries in Europe, South America and Asia began to experience an increase in new COVID-19 cases, and in some cases local, state, and national governments began to reinstate restrictive measures to stem the spread of the virus. The U.S. and other countries also experienced an increase in new COVID-19 cases after the fall and winter holiday season, with new, more infectious variants of COVID-19 identified. Various vaccines have been developed, with vaccinations programs in effect worldwide, though reaching acceptable levels of immunization against COVID-19 remains challenging at the local, regional and global level.

The future effects of the virus are difficult to predict, due to uncertainty about the course of the virus, different variants that may evolve, and the supply of the vaccine on a local, regional, and global basis, as well as the ability to implement vaccination programs in a short time frame.

The Company does not anticipate significant adverse effects on its operations’ revenue as compared to its business plan in the near- or mid-term, although the future effects of COVID-19 may result in regional restrictive measures which may constrain the Company’s operations, and supply chain shortages of various materials may have a negative effect on our EV sales or production capacity in the longer-term. The Company's Treeletrik business, which focuses on the sale of motorbikes in the ASEAN region, is experiencing disruption in its operations as a result the continued lockdowns in the region, which have adversely impacted its ability to fulfill committed orders.

The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies.

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Restatement of Previously Reported Condensed Consolidated Financial Statements

As previously disclosed on Form 8-K filed on November 16, 2021 and 8-K/A filed on November 22, 2021, the Company determi1ned that the Company’s previously issued financial statements for the periods ended March 31, 2021 and June 30, 2021 should no longer be relied upon due to errors in such condensed consolidated financial statements related to revenue reported by Timios that provides title and agency services. The preparation of the Company’s condensed consolidated financial statements identified additional transactions and accounting practices not in accordance with U.S. GAAP.

The following errors were identified as part of the restatement:

C.The Company discovered certain errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its acquisitions.

Note 2. New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 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 adopted ASU 2019-12 effective January 1, 2021. The effect of the adoption of ASU 2019-12 was not material.

In August 2020, the FASB issued ASU No. 2020-06 (“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current U.S. GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting, and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as additional paid-in capital. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. For public business entities, the amendments in ASU 2020-06 are effective for public entities which meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2023. The Company adopted ASU 2020-06 effective January 1, 2021. As the Company had no outstanding convertible instruments as of that date, the adoption of ASU 2020-06 had no effect.

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Accounting Pronouncements Not Yet Adopted

In June 2016, the 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 our investment portfolio and the economic conditions at the time of adoption.

In May 2021, the FASB issued ASU No. 2021-04 (“ASU 2021-04”) “Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation— Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815- 40)” which provides guidance on modifications or exchanges of a freestanding equity-classified written call option that is not within the scope of another Topic. An entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange as an exchange of the original instrument for a new instrument, and provides further guidance on measuring the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. ASU 2021-04 also provides guidance on the recognition of the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange on the basis of the substance of the transaction, in the same manner as if cash had been paid as consideration. The Company will adopt ASU 2021-04 on January 1, 2022. Management is currently evaluating the effect of the adoption of ASU 2021-04 on the consolidated financial statements. The effect will largely depend on the terms of written call options or financings issued or modified in the future.

In October 2021, the FASB issued ASU No. 2021-08 ("ASU No. 2021-08") "Business Combinations (Topic 805) Accounting for Contract Assets and Contract Liabilities from Contracts with Customers". ASU No. 2021-08 will require companies to apply the definition of a performance obligation under ASC Topic 606 to recognize and measure contract assets and contract liabilities (i.e., deferred revenue) relating to contracts with customers that are acquired in a business combination. Under current U.S. GAAP, an acquirer generally recognizes assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from revenue contracts with customers, at fair value on the acquisition date. ASU No. 2021-08 will result in the acquirer recording acquired contract assets and liabilities on the same basis that would have been recorded by the acquiree before the acquisition under ASC Topic 606. ASU No. 2021-08 is effective for fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial statements and the effects will be based upon the contract assets and liabilities acquired in the future.

Note 3. Fuzhou Note Receivable

In May 2020, Energy Sales provided a note receivable to Fuzhou Zhengtong Hongxin Investment Management Company Limited (“Zhengtong”) in the amount of 3.0 million RMB ($0.4 million). The note receivable was not collateralized. Zhengtong agreed to repay 3.3 million RMB ($0.5 million) within three months of the disbursement date. The Company had recorded a reserve of $0.5 million against this note receivable in the three months ended December 31, 2020, and subsequently commenced legal action in order to recover the amounts due. In September 2021, Zhengtong, Beijing Seven Stars Global Culture Development Inc.(“BSSGCD”), an affiliate of Bruno Wu, and the Company reached an assignment agreement pursuant to which BSSGCD accepted from Zhengtong all the rights and claims arising from this note receivable. The Company received the payment in full of 3.3 million RMB ($0.5 million) from BSSGCD subsequently and recorded this recovery in Selling, general and administrative expenses.

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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				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Geographic Markets
Malaysia	$	18	$	33	$	65	$	42
USA	17,984		480		69,873		908
PRC	9,045		10,107		17,894		14,740
Total	$	27,047	$	10,620	$	87,832	$	15,690

Product or Service
Electric vehicles	$	9,236	$	8,872	$	18,322	$	9,622
Charging, batteries and powertrains	2,292		—		6,850		—
Title and escrow services	15,519		—		62,429		—
Combustion engine vehicles	—		1,268		—		5,160
Digital advertising services and other	—		480		231		908
Total	$	27,047	$	10,620	$	87,832	$	15,690

Timing of Revenue Recognition
Products and services transferred at a point in time	$	25,526	$	10,620	$	84,546	$	15,690
Services provided over time	1,521		—		3,286		—
Total	$	27,047	$	10,620	$	87,832	$	15,690

In the three and nine months ended September 30, 2021, the Company recognized revenue of $0.6 million and $0.6 million recorded in deferred revenue as of the beginning of the period.

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Note 5. Available-for-Sale Securities

The Company accounts for its available-for-sale securities at their fair value, with changes in fair value, if any, recorded in other comprehensive income.

The following table provides certain information related to available-for-sale debt securities (in thousands):


	As of September 30, 2021
	Cost		Interest		Unrealized Gains		Unrealized Losses		Estimated Fair Value
Available-for-sale securities:
SILK EV Note (a)	$	15,000	$	607	$	4	$	(20)	$	15,591
CyVolve Note (b)		200		1		—		—		201
Via Motor Note (c)		42,500		149		—		—		42,649
Total available-for-sale securities	$	57,700	$	757	$	4	$	(20)	$	58,441

(a)On January 28, 2021, the Company invested $15.0 million in Silk EV via a convertible promissory note. Silk is an Italian engineering and design services company that has recently partnered with FAW to form a new company (“Silk-FAW”) to produce fully electric, luxury vehicles for the Chinese and global auto markets.

The terms of the convertible promissory note are as follows:

•The principal amount is $15.0 million;

•The interest rate is 6%;

•The maturity date is January 28, 2022;

•Upon a qualified equity financing, as defined, the outstanding principal and accrued interest shall convert into equity securities sold in the qualified equity financing at a conversion price equal to the cash price for the equity securities times 0.80;

•The events of default are as follows:

◦SILK EV fails to pay timely the principal and accrued interest due under this note;

◦SILK EV files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or

◦An involuntary petition is filed against SIK EV under bankruptcy or similar statute.

The Company accounts for the Silk EV note as an available-for-sale security at its fair value, with changes in fair value, if any, recorded in other comprehensive income. The Company recorded in other comprehensive income an increase of the note's fair value of $4,000 in the three months ended September 30, 2021. The Company recorded in other comprehensive income a reduction of the note's fair value of $16,275 in the nine months ended September 30, 2021.

(b)On July 30, 2021 the Company invested $0.1 million in CyVolve, Inc. (“CyVolve,”) via a secured promissory note and on September 24, 2021, the Company invested another $0.1 million in CyVolve, via a secured promissory note. Cyvolve is a next-generation provider of data security, to ensure constant encryption and Artificial Intelligence-driven pervasive control of an organization’s data across platforms.

The terms of the secured promissory notes are as follows:

•The principal amount is $0.1 million each;

•The interest rate is 8%;

•The maturity dates are January 30, 2022;

•The events of default are as follows:

◦CyVolve fails to pay timely the principal and accrued interest due under this note;

◦CyVolve files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or

◦An involuntary petition is filed against CyVolve under bankruptcy or similar statute.

The Company accounts for the CyVolve notes as an available-for-sale security at its fair value, with changes in fair value, if any, recorded in other comprehensive income.

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(c)On August 30, 2021, the Company invested $42.5 million in VIA Motors, via a convertible promissory note. VIA Motors is a leading electric commercial vehicle company with proven advanced electric drive technology, delivering sustainable mobility solutions for a more livable world. VIA Motors designs, manufactures and markets electric commercial vehicles, with superior life-cycle economics, for use across a broad cross-section of the global fleet customer base.

The terms of the convertible promissory note are as follows:

•The principal amount is $42.5 million;

•The interest rate is 4%;

•The maturity date is the earlier of the closing date of the acquisition or August 30, 2022;

•The events of default are as follows:

◦VIA Motors fails to pay timely the principal and accrued interest due under this note;

◦VIA Motors files any petition for relief under bankruptcy, reorganization, insolvency or similar other law; or

◦An involuntary petition is filed against VIA Motors under bankruptcy or similar statute.

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Note 6. Acquisitions and Divestitures

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.

The Company had not acquired any companies nor disposed of any subsidiaries in the year ended December 31, 2020, with the exception of the disposition of its remaining 10.0% interest in Amer Global Technology Limited (“Amer.”) In the three months ended September 30, 2020, the Company sold its remaining 10.0% interest in Amer to Fintalk Media Inc., a related party, for a nominal amount. As the Company had no basis in its remaining interest in Amer, the gain recognized on the sale was de minimis.

2021 Acquisitions

The Company has completed the below acquisitions in the nine months ended September 30, 2021. The accompanying condensed consolidated financial statements include the operations of the acquired entities from their respective acquisition dates. All of the acquisitions have been accounted for as business combinations. Accordingly, consideration paid by the Company to complete the acquisitions is initially allocated to the acquired assets and liabilities assumed based upon their estimated acquisition date fair values. The recorded amounts for assets acquired and liabilities assumed are provisional and subject to change during the measurement period, which is up to 12 months from the acquisition date. Management considers the valuations final for Timios and WAVE. The open areas for Solectrac relate to the finalization of net working capital adjustments with the sellers; and the open areas for US hybrid relate to the finalization of net working capital adjustments with the sellers and the impact of final income tax returns that may impact the deferred tax assets and liabilities, respectively.

The acquisitions below are collectively defined as the 2021 Acquisitions.

Timios Holdings Corp.

On January 8, 2021 the Company completed the acquisition of privately held Timios and its affiliates pursuant to the stock purchase agreement (the “Timios Agreement”) entered into on November 11, 2020. Pursuant to the Timios Agreement, the Company acquired 100% of the outstanding capital stock of Timios for a purchase price of $40.0 million, net of cash acquired of $6.5 million. The full purchase price was paid in cash. Pursuant to the Timios Agreement, $5.1 million of the cash consideration was paid into escrow pending a one year indemnification review. Timios provides title and escrow services for real estate transactions. Revenue of $15.5 million and $62.4 million and net loss of $(16.4) million and $(10.6) million for the three and nine months ended September 30, 2021, respectively, have been included in the condensed consolidated financial statements.

On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit.

Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. Refer to Note 9 for further information related to the impairment and the amounts recorded as of September 30, 2021. The tables below that relate to Timios have not been adjusted to reflect any impairments and continue to represent the fair value of the assets acquired and liabilities assumed as of the acquisition date.

Wireless Advanced Vehicle Electrification, Inc.

On January 15, 2021 the Company completed the acquisition of privately held WAVE pursuant to an agreement and plan of merger (the “WAVE Agreement”) entered into on January 4, 2021. WAVE is a provider of wireless charging solutions for medium and heavy-duty electric vehicles.

Pursuant to the WAVE Agreement, the Company acquired 100% of the outstanding capital stock of WAVE for an aggregate purchase price of $55.0 million in a combination of $15.0 million of cash plus a total of 12.6 million unregistered shares of the Company’s common stock, valued at $40.0 million at the date of closing. Pursuant to the Wave Agreement, $5.0 million of the cash consideration was paid into escrow pending a one year indemnification review. The WAVE Agreement provided that 3.6 million shares of the Company’s common stock be held back at closing, to be released upon the receipt of certain customer

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consents not obtained prior to closing. As of September 30, 2021, 0.5 million of the Company’s common stock remains unissued pending receipt of a final consent. Since receipt of this consent is probable, the Company has included the total common shares to be issued as contingent consideration as of the acquisition date of $7.7 million. Pursuant to the original agreement, if any such consent is not obtained within six months following the closing date, the portion of the common stock allocated to such consent in the WAVE Agreement would not be issued to the sellers. The Company intends to extend the time frame for this contractual provision as the receipt of the consents is outside the control of the former WAVE shareholders.

In addition to the purchase price to be paid at closing, the WAVE Agreement contains three earnouts that could result in additional payments of up to $30.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics for 2021 and 2022 collectively. The Company considers this earnout to be contingent consideration that as of the acquisition date is unlikely to occur and has therefore attributed zero value for purposes of the preliminary purchase price allocation. The Company will continue to monitor the fair value of this contingent considerations with any changes being recorded in the consolidated statement of operations if and when a change occurs.

Ideanomics has also agreed to a performance and retention plan for the benefit of certain WAVE’s employees which could result in up to $10.0 million paid to such employees if certain gross revenue targets and certain gross profit margins are achieved for calendar years 2021 and 2022. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. The Company has not accrued any of this retention plan as the revenue and gross profit margin criteria are not probable of being met.

Revenue of $1.0 million and $5.2 million and net loss of $(1.2) million and $(3.2) million, for the three and nine months ended September 30, 2021, respectively, have been included in the condensed consolidated financial statements.

US Hybrid

On June 10, 2021, the Company completed the acquisition of privately held US Hybrid Corporation ("US Hybrid") pursuant to an agreement and plan of merger (the “USH Agreement”) entered into on May 12, 2021. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components including traction motors, controllers, auxiliary drives, energy storage and fuel cell engines for electric, hybrid, and fuel cell medium and heavy-duty municipality vehicles, commercial trucks, buses, and specialty vehicles throughout the world.

Pursuant to the USH Agreement, the Company acquired 100% of the outstanding capital stock of US Hybrid Corporation for an aggregate purchase price of $50.0 million in a combination of $30.0 million in cash and 6.6 million in unregistered shares of the Company's common stock, valued at $20.9 million at the date of closing. Pursuant to the USH Agreement, $1.0 million of cash consideration was paid into escrow pending a true up of net working capital within 90 days of the closing date. Additionally, the 6.6 million shares were paid into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any.

The Company has also agreed to a performance and retention plan for the benefit of certain US Hybrid employees which could result in up to $16.7 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of September 30, 2021 the Company has not accrued any of this retention plan as the various criteria are not probable of being met.

Revenue of $1.3 million and $1.6 million and net loss of $(0.7) million and $(1.0) million, for the three and nine months ended September 30, 2021, respectively, have been included in the condensed consolidated financial statements.

Solectrac

On June 11, 2021, the Company completed the acquisition of privately held Solectrac, Inc ("Solectrac") pursuant to an agreement and plan of merger (the “Solectrac Agreement”) entered into on June 11, 2021. Solectrac developed 100% battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. Solectrac’s mission is to offer farmers independence from the pollution, infrastructure, and price volatility associated with fossil fuels.

Pursuant to the Solectrac Agreement, the Company acquired the remaining 78.6% of the outstanding capital stock of Solectrac for an aggregate purchase price of $17.7 million in net cash. The Company had previously acquired 21.4% of Solectrac in 2020. The Company now owns 100% of Solectrac. Pursuant to the Solectrac Agreement, $2.0 million of cash consideration was paid

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into an indemnity escrow to satisfy future indemnification obligations of the selling shareholders, if any. In conjunction with the acquisition of Solectrac, the Company remeasured the 21.4% previously accounted for as an equity method investment. This remeasurement resulted in a gain of $2.9 million recorded in the prior quarter condensed consolidated statement of operations.

In addition to the purchase price to be paid at closing, the Solectrac Agreement contains three earnouts that could result in additional payments of up to $6.0 million to the sellers based upon: (1) revenue and gross profit margin metrics in calendar year 2021; (2) revenue and gross profit margin metrics in calendar year 2022; and (3) revenue and gross profit margin metrics in calendar year 2023. The Company considers this earnout to be contingent consideration that as of the acquisition date is probable to occur in certain years and has attributed $1.6 million as additional consideration for purposes of the preliminary purchase price allocation. The Company will continue to monitor the fair value of this contingent consideration with any changes being recorded in the consolidated statement of operations if and when a change occurs.

The Company has also agreed to a performance and retention plan for the benefit of certain Solectrac employees which could result in up to $3.0 million paid to such employees if certain gross revenue targets, gross profit margins and certain operational targets are achieved for calendar years 2021, 2022 and 2023. The Company has concluded that this performance and retention plan does not constitute purchase consideration and will be recorded as compensation expense when the criteria are probable of being met. As of September 30, 2021 the Company has not accrued any of this retention plan as the various criteria are not yet probable of occurring.

Revenue of $0.2 million and $0.4 million and net loss of $(0.7) million and $(0.7) million, for the three and nine months ended September 30, 2021, respectively, have been included in the condensed consolidated financial statements.

Acquisition Method Accounting Estimates

The Company initially recognizes the assets and liabilities acquired from the aforementioned acquisitions based on its preliminary estimates of their acquisition date fair values. As additional information becomes known concerning the acquired assets and assumed liabilities, management may make adjustments to the opening balance sheet of the acquired company up to the end of the measurement period, which is no longer than a one year period following the acquisition date. The determination of the fair values of the acquired assets and liabilities assumed (and the related determination of estimated lives of depreciable tangible and identifiable intangible assets) requires significant judgment.

The table below reflects the Company’s provisional estimates of the acquisition date fair values of the assets acquired and liabilities assumed for the 2021 Acquisitions (in thousands):

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	Solectrac		US Hybrid		Timios		WAVE
Purchase Price
Cash paid at closing, including working capital estimates	$	17,745	$	30,139	$	46,576	$	15,000
Fair value of previously held interest	5,287		—
Fair value of common stock	—		20,877		—		32,377
Fair value of contingent consideration	1,639		—		—		7,657
Total purchase consideration	$	24,671	$	51,016	$	46,576	$	55,034

Purchase Price Allocation
Assets acquired
Current assets	3,011		4,547		7,292		2,130
Property, plant and equipment	30		5		429		—
Other assets	45		51		48		—
Intangible assets – tradename	4,570		1,740		7,780		12,630
Intangible assets – lender relationships	—		—		14,790		—
Intangible assets - technology	2,450		5,110
Intangible assets – patents	—		—		—		13,000
Intangible assets - non-compete	—		520		—		—
Intangible assets – licenses	—		—		1,000		—
Indefinite lived title plant	—		—		500		—
Goodwill	16,787		41,446		24,252		34,142
Total assets acquired	26,893		53,419		56,091		61,902

Liabilities assumed:
Current liabilities	(509)		(1,601)		(4,306)		(3,778)
Deferred tax liability	(1,713)		(802)		(5,209)		(3,090)
Total liabilities assumed	(2,222)		(2,403)		(9,515)		(6,868)

Net assets acquired	$	24,671	$	51,016	$	46,576	$	55,034

The useful lives of the intangible assets acquired is as follows:


	Solectrac	US Hybrid	Timios	WAVE
Intangible assets – tradename	6	7	15	15
Intangible assets – lender relationships	—	—	7	—
Intangible assets – technology	10	13	—	—
Intangible assets – patents	—	—	—	14
Intangible assets - non-compete	—	5	—	—
Intangible assets – licenses	—	—	15	—
Weighted average useful life	7.4	11.0	10	14.5

Amortization expense related to intangible assets created as a result of the 2021 Acquisitions of $1.7 million and $4.0 million has been recorded for the three and nine months ended September 30, 2021. Estimated amortization expense related to these intangible assets for each of the years subsequent to September 30, 2021 is as follows (amounts in thousands):

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2021 remaining	$	1,518
2022	6,222
2023	6,222
2024	6,222
2025	6,222
2026 and beyond	33,400
Total	$	59,806

Cumulative Goodwill, excluding any impairments, in the amount of $116.6 million was recorded as a result of the 2021 Acquisitions. The goodwill from the 2021 Acquisitions represent future economic benefits that we expect to achieve as a result of the acquisitions, Goodwill is calculated as the excess of the consideration transferred over the net assets acquired and represents the future economic benefits arising from other assets acquired that could not be individually identified and separately recognized. The goodwill is not expected to be deductible for tax purposes for any of the 2021 Acquisitions. Goodwill will not be amortized but instead will be tested for impairment at least annually and more frequent if certain indicators of impairment are present.

Transaction Costs

Transaction costs describe the broad category of costs the Company incurs in connection with signed and/or closed acquisitions. Transaction costs include expenses associated with legal, accounting, regulatory, and other transition services rendered in connection with acquisition, travel expense, and other non-recurring direct expenses associated with acquisitions. The Company incurred transaction costs of $0.6 million and $2.2 million during the three and nine months ended September 30, 2021 related to the 2021 Acquisitions. In addition, the Company incurred transaction costs of $3.3 million during the three and nine months ended September 30, 2021, associated with the proposed VIA Motors acquisition. Transaction costs have been included in selling, general and administrative expenses in the condensed consolidated statements of operations and in cash flows from operating activities in the condensed consolidated statements of cash flows.

Pro forma Financial Information

The unaudited pro forma results presented below include the effects of the Company’s acquisitions as if the acquisitions had occurred on January 1, 2020. The pro forma adjustments are based on historically reported transactions by the acquired companies. The pro forma results do not include any anticipated synergies or other expected benefits of the acquisitions. The unaudited pro forma financial information below is not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions occurred on January 1, 2020.


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
(Amounts in thousands, except per share and share data)

Total revenue	$	27,047	$	32,418	$	91,369	$	75,747

Net loss attributable to IDEX common shareholders	(50,854)		(6,132)		(66,325)		(42,398)

Earnings (loss) per share
Basic and Diluted	$	(0.11)	$	(0.02)	$	(0.15)	$	(0.20)

Weighted average shares outstanding
Basic and Diluted	477,214,431		256,752,912		440,151,607		211,193,769

Dispositions

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Ideanomics common stock, and 100% of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing. Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL.

The Company recognized a disposal loss of $1.2 million as a result of the deconsolidation of Grapevine, and such loss was recorded in “Loss on disposal of subsidiaries, net” in the condensed consolidated statements of operations. Through its ownership in FNL, the Company has retained a 29.0% interest in Grapevine. The disposal loss of $1.2 million includes the adjustment recorded to adjust the retained interest of 29.0% in Grapevine to its fair value on the date of disposal.

Refer to Note 10 for additional information concerning the investment in FNL.

Note 7. Accounts Receivable

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


	September 30, 2021		December 31, 2020
Accounts receivable	$	6,053	$	8,619
Less: allowance for doubtful accounts	(1,559)		(1,219)
Accounts receivable, net	$	4,494	$	7,400

The gross balance includes the taxi commission revenue receivables of $1.2 million and $1.2 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co, as of September 30, 2021 and December 31, 2020, respectively.

The following table summarizes the movement of the allowance for doubtful accounts (in thousands):


	September 30, 2021		December 31, 2020
Balance at the beginning of the period	$	(1,219)	$	—
Increase in the allowance for doubtful accounts	(340)		(1,219)
Balance at the end of the period	$	(1,559)	$	(1,219)

The Company reserved its accounts receivable of $0.3 million from a third-party in the nine months ended September 30, 2021. In the year ended December 31, 2020, the Company fully reserved its accounts receivable of $1.2 million from the related party Guizhou Qianxi Green Environmentally Friendly Taxi Service Co.

Note 8. Property and Equipment, net

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


	September 30, 2021		December 31, 2020
Furniture and office equipment	$	1,163	$	315
Vehicle	393		229
Leasehold improvements	547		246
Machinery and equipment	277		—
Total property and equipment	2,380		790
Less: accumulated depreciation	(753)		(460)
Property and equipment, net	$	1,627	$	330

Fintech Village
Land	$	—	$	2,750
Assets retirement obligations - environmental remediation	—		4,500
Fintech Village	$	—	$	7,250

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The Company recorded depreciation expense of $126,323 and $25,170, which is included in its operating expense, for the three months ended September 30, 2021 and 2020, respectively and $335,785 and $90,962 for the nine months ended September 30, 2021 and 2020, respectively.

In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, and vacated the premises. As a result, the Company recorded an impairment loss of $0.2 million related to leasehold improvements and other fixed assets at that location.

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

On January 28, 2021, the Company’s Board of Directors accepted an offer of $2.75 million for Fintech Village, and subsequently signed a sale contract on March 15, 2021. The Company believes that Fintech Village met the criteria for held for sale classification on January 28, 2021. As the sale is expected to be completed within one year, the land with a carrying amount of $2.6 million and the asset retirement cost of $4.5 million are recorded as “Held for sale assets (Fintech Village”) in the current asset section of the condensed consolidated balance sheet. The Company has estimated the costs to sell Fintech Village to be $0.2 million and has recorded these costs in “Loss on disposal of subsidiaries, net.”

The Company recorded asset retirement obligations for environmental remediation matters in connection with the acquisition of Fintech Village. The asset retirement obligations are classified as held for sale as they will be derecognized upon the sale.

The following table summarizes the activity in the asset retirement obligation for the nine months ended September 30, 2021 (in thousands):


	January 1, 2021		Liabilities Incurred		Remediation Performed		Accretion Expense		Revisions		September 30, 2021
	January 1, 2021		Liabilities Incurred		Remediation Performed		Accretion Expense		Revisions		September 30, 2021
Asset retirement obligation	$	4,653	$	—	$	—	$	—	$	—	$	4,653

Note 9.

A reporting unit is the level at which goodwill is tested for impairment, and is defined as an operating segment or one level below an operating segment, if certain criteria are met. Under its current corporate structure, the Company has one operating segment and seven reporting units.

Goodwill

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


Balance as of January 1, 2020	$	23,344
Measurement period adjustments	(12,848)
Effect of change in foreign currency exchange rates	(8)
Impairment loss	(9,323)
Balance as of December 31, 2020	1,165
Impairment*	(5,610)
Restatement adjustments**	16,171
Acquisitions	100,455
Effect of change in foreign currency exchange rates	(19)
Disposal of Grapevine***	(704)
Balance as of September 30, 2021	$	111,458

*On July 26, 2021, Timios experienced a systems outage that was caused by a cybersecurity incident, which caused disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings. This resulted in an adverse impact on Timios’ revenues in that one significant customer was lost and other customers have reduced their volume. The Company determined that an indicator of potential impairment existed and decided to perform an interim quantitative tangible and intangible asset and goodwill impairment tests for its Timios reporting unit.

Based on the results of this interim quantitative impairment test, the fair value of the Timios reporting unit was below the carrying value of its net assets. The decline in the fair value of the Timios reporting unit resulted from the cybersecurity event described above, which lowered the projected revenue and profitability levels of the reporting unit. The fair value of the Timios

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reporting unit was based on the income approach. Under the income approach, the Company estimated the fair value of the reporting unit based on the present value of estimated future cash flows which are level 3 unobservable inputs in the fair value hierarchy. The Company prepared cash flow projections based on management's estimates of revenue growth rates and operating margins, taking into consideration the historical performance and the current macroeconomic industry and market conditions. The Company based the discount rate on the weighted-average cost of capital adjusted for the relevant risk associated with business-specific characteristics and the uncertainty related to the Timios’ ability to execute on the projected cash flows. The fair value of Timios’ reporting unit is based on management’s best estimates, and should actual results differ from those estimates, future impairment charges may be required in future periods.

The quantitative analysis indicated that the carrying amount of the Timios reporting unit exceeded its fair value by $19.5 million. As a result, the Company recorded a goodwill impairment charge of $5.6 million, and impairment charges related to the Timios tradename and lender relationships of $0.7 million and $13.2 million, respectively, in the three months ended September 30, 2021.

**As reported in Note 1 the Company restated its condensed consolidated financial statements, including errors in determining the estimated fair value of acquired intangible assets in its purchase price allocation for its 2021 acquisitions. The cumulative impact of these errors resulted in less fair value being attributed to identifiable intangible assets and additional value attributed to goodwill. Refer to the Amended Form 10-Q's as of and for the three months ended March 31, 2021 and as of and for the three and six months ended June 30, 2021 that have been filed with the SEC on November 22, 2021.

***During the three months ended June 30, 2021, the Company completed the sale of Grapevine. Refer to Note 6 for additional information.

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Intangible Assets

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


	September 30, 2021							December 31, 2020
	Weighted Average Remaining Useful Life (in years)	Gross Carrying Amount		Accumulated Amortization		Net Balance		Gross Carrying Amount		Accumulated Amortization		Net Balance
Amortizing Intangible Assets
Influencer network (a,g)	—	$	—	$	—	$	—	$	1,137	$	(462)	$	675
Customer contract (a,g)	—	—		—		—		500		(389)		111
Continuing membership agreement (b)	17.8	1,179		(642)		537		1,179		(619)		560
Trade name (a,g)	—	—		—		—		110		(17)		93
Technology platform (a,g)	—	—		—		—		290		(97)		193
Land use rights (c)	97.3	27,024		(341)		26,683		28,162		(142)		28,020
Timios licenses (d)	14.3	1,000		(49)		951		—		—		—
Timios tradename (d)	14.3	7,108		(378)		6,730		—		—		—
Timios lender relationships (d)	6.3	1,539		(1,539)		—		—		—		—
Timios software (e)	2.8	452		(38)		414		—		—		—
WAVE patents (f)	13.3	13,000		(656)		12,344		—		—		—
WAVE tradename (f)	14.3	12,630		(595)		12,035		—		—		—
Software - Solectrac (h)	1.8	38		(5)		33		—		—		—
Solectrac - Brand (h)	9.7	4,570		(138)		4,432		—		—		—
Solectrac - Technology (h)	9.7	2,450		(74)		2,376		—		—		—
US Hybrid - Brand (i)	6.7	1,740		(75)		1,665		—		—		—
US Hybrid - Non-compete (i)	4.7	520		—		520		—		—		—
US Hybrid - Technology (i)	12.7	5,110		(119)		4,991		—		—		—
Software (j)	4.8	11		(1)		10		—		—		—
Total		78,371		(4,650)		73,721		31,378		(1,726)		29,652
Indefinite lived intangible assets
Timios Title plant (d)		500		—		500		—		—		—
Website name		25		—		25		25		—		25
Patent		—		—		—		28		—		28
Total		$	78,896	$	(4,650)	$	74,246	$	31,431	$	(1,726)	$	29,705

(a)During the third quarter of 2018, the Company completed the acquisition of 65.7% share of Grapevine. In connection with the business analysis of Grapevine, the Company determined that the attrition rate of the influencer network had accelerated, and performed an impairment analysis, and recorded an impairment loss of $0.8 million during the year ended December 31, 2020. As a result of this analysis of the influencer network, the Company determined that the remaining useful life of the influencer network should be reduced to two years, effective January 1, 2021 and also determined that remaining useful life of the technology should be reduced to one year, effective January 1, 2021.

(b)During the three months ended September 30, 2019 the Company completed the acquisition of additional shares in DBOT, which increased its ownership to 99.0%. Intangible assets of $8.3 million were recognized on the date of acquisition. As part of the determination of the fair value of DBOT’s intangible assets during the year ended December 31, 2020, the Company utilized the cost method to determine the fair value of the continuing membership agreement, and determined the fair value was $0.6 million, and recorded an impairment loss of $7.1 million during the year ended December 31 2020.

(c)During the three months ended December 31, 2019, the Company completed the acquisition of a 51.0% interest in Tree Technologies, a Malaysian company engaged in the EV market. 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.

(d)During the three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in Timios. Refer to Note 6 for additional information related to the acquisition.

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(e)Relates to software development costs capitalized during the nine months ended September 30, 2021 at Timios. The asset was placed into service in July 2021.

(f)During three months ended March 31. 2021, the Company completed the acquisition of 100.0% interest in WAVE. Refer to Note 6 for additional information related to the acquisition.

(g)During the three months ended June 30, 2021, the Company completed a stock purchase agreement with FNL Technologies, Inc., the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine, a wholly-owned subsidiary of the Company focused on influencer marketing.

(h)During three months ended June 30, 2021, the Company completed the acquisition of privately held Solectrac. Solectrac develops 100% battery-powered, all-electric tractors for agriculture and utility operations. Refer to Note 6 for additional information related to the acquisition.

(i)During three months ended June 30, 2021, the Company completed the acquisition of privately held US Hybrid Corporation. US Hybrid specializes in the design and manufacturing of zero-emission electric powertrain components. Refer to Note 6 for additional information related to the acquisition.

(j)Relates to software costs capitalized during the nine months ended September 30, 2021.

Amortization expense relating to intangible assets was $1.6 million and $0.7 million for the three months ended September 30, 2021 and 2020, respectively, and $4.1 million and $1.6 million for the nine months ended September 30, 2021 and 2020, respectively.

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


Years ending December 31,	Amortization to be recognized
2021 (excluding the nine months ended September 30, 2021)	$	1,625
2022	6,396
2023	6,396
2024	6,305
2025	6,230
2026 and thereafter	46,769
Total	$	73,721

Note 10. Long-term Investments

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


	September 30, 2021		December 31, 2020
Non-marketable equity investments	$	10,522	$	4,787
Equity method investments	25,027		3,783
Total	$	35,549	$	8,570

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 an impairment loss that is equal to the difference between the fair value of the equity investment and its carrying amount. Based on

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management’s analysis of certain investment’s performance, the Company determined that there was a $1.5 million impairment loss recorded in the three and nine months ended September 30, 2021. Based on management's analysis of certain investment's performance, no impairment losses were recorded in the three and nine months ended September 30, 2020.

On August 2, 2021, the Company announced a strategic investment in Prettl Electronics Automotive ("PEA"), a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA's Board of Directors. The Company received legal ownership as of October 19, 2021, after payment of €7.5 million ($8.5 million).

Equity method investments

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


		September 30, 2021
		January 1, 2021		Addition		Income (loss) on investment		Reclassification to equity method investee		Reclassification to subsidiaries		Dilution loss due to investee share issuance		September 30, 2021
Solectrac	(a)	$	2,556	$	—	$	(153)	$	—	$	(2,372)	$	(31)	$	—
Energica	(b)	—		13,555		(735)		—		—		—		12,820
FNL Technologies	(c)	—		3,505		(236)		250		—		—		3,519
MDI Fund	(d)	—		628		—		—		—		—		628
TM2	(e)	1,227		7,226		(393)		—		—		—		8,060
Total		$	3,783	$	24,914	$	(1,517)	$	250	$	(2,372)	$	(31)	$	25,027

The Company has received no dividends from equity method investees in the three and nine months ended September 30, 2021 and 2020.

(a) Solectrac, Inc. (“Solectrac”)

On October 22, 2020, the Company acquired 1.4 million common shares, representing 15.0% of the total common shares outstanding, of Solectrac for a purchase price of $0.91 per share, for total consideration of $1.3 million. On November 19, 2020, Ideanomics acquired an additional 1.3 million shares of common stock for $1.00 per share, for a subsequent investment of $1.3 million. The Company’ ownership in Solectrac was diluted to 24.3% as of March 31, 2021 due to the new share issuance by Solectrac during the three months ended March 31, 2021.

On June 11, 2021, Ideanomics entered into a stock purchase agreement and plan of merger with Solectrac and its shareholders, and acquired the remaining common shares outstanding of Solectrac for total consideration of $17.7 million. Ideanomics now owns 100% of Soletrac, and commenced consolidation of Solectrac on that date.

Refer to Note 6 for additional information on the acquisition of Solectrac.

Solectrac develops, assembles and distributes 100% battery-powered electric tractors-an alternative to diesel tractors-for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy.

(b) Energica Motor Company S.P.A. (“Energica”)

On March 3, 2021, the Company entered into an investment agreement with Energica Motor Company S.P.A (“Energica.”) The Company invested €10.1 million ($13.6 million) for 6.1 million ordinary shares of Energica at a subscription price of €1.78 ($2.21) for each ordinary share. Pursuant to the purchase of the shares the Company will hold 20.0% of Energica’s share capital. From March 3, 2021 through September 30, 2021 the Company has the right to participate in any equity financing by Energica. Ideanomics was restricted from selling any of the shares for a period of 90 days.

Energica is the world’s leading manufacturer of high performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE™ World Cup. Energica motorcycles are currently on sale through the official network of dealers and importers.

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The Company has decided to account for Energica on a one quarter lag as Energica, which is publicly traded on the Milan stock exchange, is only required to prepare and file semi-annual and annual financial statements, and the time frame in which the filings must be complete is much more lenient than in the U.S. Energica prepares its financial statements in accordance with Article 2423 et seq of the Italian Civil Code, rather than U.S. GAAP. Energica’s financial statements will either be prepared in or reconciled to U. S. GAAP prior to the Company recording its share of Energica’s earnings or losses, and the one quarter lag will be utilized to accomplish this, as well as related disclosure matters.

As of September 30, 2021, the excess of the Company’s investment over its proportionate share of Energica’s net assets was $10.9 million. The difference represents goodwill.

Certain shareholders of Energica have rights such that they may convert their ordinary shares into ordinary shares with supervoting rights under certain conditions. If some or all of these ordinary shares were converted into ordinary shares with supervoting rights, the Company’s ownership in Energica would be diluted, perhaps significantly.

The aggregate market value of the Energica common shares owned by the Company was $22.5 million as of September 30, 2021.

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, which included the investment of $2.9 million cash into FNL, the issuance of 0.1 million shares of Ideanomics common stock, and 100.0% of the common stock outstanding of Grapevine. Ideanomics received 0.6 million shares of common stock of FNL at a subscription price of $8.09 per share of common stock, and Ideanomics also converted a $250,000 Simple Agreement for Future Equity ("SAFE") into 30,902 shares of common stock. The Company determined that the basis in the FNL investment is the aggregate of the cash invested, including the SAFE, the fair value of the Ideanomics common stock issued, and the fair value of Grapevine. As a result of this transaction, Ideanomics owns 29.0% of the common stock outstanding of FNL, and FNL appointed Alfred Poor, Ideanomics’ Chief Executive Officer, to be a member of its board of directors.

The Company has decided to account for FNL on a one quarter lag, as FNL is in the development stage and will require the additional time to prepare financial statements in accordance with U.S. GAAP.

(d) Minority Depository Institution Keepers Fund

On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in the MDI Fund. The MDI Fund sponsored by the National Bankers’ Association, an organization of minority-owned banks that aim to increase inclusivity in the financial services industry. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021.

The Company has decided to account for MDI on a one quarter lag, the MDI Fund reporting requirements differ from the Company's quarterly reporting schedule.

(e) Technology Metals Market Limited

On January 28, 2021, the Company entered into a simple agreement for future equity (the “SAFE”) with Technology Metals Market Limited (“TM2”). As of August 13, 2021, the SAFE was amended to which Ideanomics would invested €5.0 million ($5.9 million), an increase in the investment of €3.5 million ($4.1 million), from the original contracted investment of €1.5 million ($1.8 million.) If there is an equity financing (of above five million pounds (€5,000,000) during the twelve months immediately following execution of the SAFE, on the initial closing of such equity financing the SAFE will automatically convert into the number of ordinary shares equal to the purchase amount divided by the lowest price per share of the ordinary shares paid during such equity financing. If no equity financing has taken place during the twelve-month period immediately following the date of the SAFE, the parties shall in good faith attempt for one month to agree a fair value per ordinary share represented by the SAFE, following which the SAFE shall convert into the number of ordinary shares equal to the purchase amount divided by such fair value. If the parties are unable to establish a fair value per ordinary share within such one-month period, the Company shall be entitled to convert the purchase amount into ordinary shares based on the pre-investment valuation of the Company of €10.0 million ($11.1 million) on December 20, 2019, plus the value of any investment into the SAFE since the original investment resulting in a current valuation of the Company of €11.0 million, but subject to increase by the amount of any further debt, equity, convertible investment prior to January 28 2022. In the event of a non-qualifying financing, TM2 shall provide the Company with sufficient information to verify such funding and increase in valuation.

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Note 11. Leases

As of September 30, 2021, the Company’s operating lease right of use assets and operating lease liabilities are $8.8 million and $8.8 million, respectively. The weighted-average remaining lease term is 4.1 years and the weighted-average discount rate is 3.6%.

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


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Operating lease cost	$	610	$	519	$	1,058	$	1,488
Short-term lease cost	241		82		523		279
Sublease income	—		(11)		—		(74)
Total	$	851	$	590	$	1,581	$	1,693

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


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	723	$	115	$	1,506	$	961
Right of use assets obtained in exchange for new operating lease liabilities	3,515		—		8,141		322

The additional right of use assets were acquired in the Timios, WAVE, US Hybrid and Solectrac acquisitions. The facilities acquired are primarily office buildings and warehouses in U.S. locations where they conduct business.

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


Years ending December 31	Leased Property Costs
2021 (excluding the nine months ended September 30, 2021)	$	696
2022	2,544
2023	2,457
2024	1,541
2025	1,153
2026 and thereafter	1,029
Total lease payments	9,420
Less: interest	(633)
Total	$	8,787

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 ended 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, 2021. The Company recorded a gain of $0.8 million in "Other income, net" for the settlement of the operating lease liability in the three months ending June 30, 2020.

In the three months ended June 30, 2020 the Company ceased to use the premises for its New York City headquarters at 55 Broadway, which are subject to two leases, and vacated the real estate. As a result, the Company recorded an impairment loss related to the right of use asset of $5.3 million. The Company had an operating use liability of $5.8 million with respect to these leases, excluding $0.6 million in accounts payable. In the three months ended September 30, 2020, the Company completed negotiations with the landlord to settle the remaining amounts of $6.4 million for a cash payment of $1.5 million. The Company recorded a gain of $4.9 million in "Other income, net" for the settlement of the operating lease liability in the three months ended September 30, 2020.

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Note 12. Promissory Notes

The following table summarizes the outstanding promissory notes as of September 30, 2021 and December 31, 2020 (dollars in thousands):


		September 30, 2021				December 31, 2020
	Interest Rate	Principal Amount		Carrying Amount*		Principal Amount		Carrying Amount*
Vendor Note Payable	0.25%-4%	$	75	$	75	$	105	$	105
Small Business Association Paycheck Protection Program	1.0%	342		342		460		463
Promissory Note		—		—		—		—
Total		$	417	417		$	565	568
Less: Current portion				(417)				(568)
Long-term Note, less current portion				$	—			$	—

______________________________________________

*Carrying amount includes the accrued interest.

As of September 30, 2021 and December 31, 2020, all debts are classified as current.

The Company had various debt instruments outstanding as of September 30, 2020. As of September 30, 2020, the total principal amount outstanding was $15.6 million, and the carrying amount, net of debt discounts arising from beneficial conversion features and including accrued interest, was $12.8 million. These debt instruments were either converted into common stock of the Company or repaid on or prior to their scheduled maturity dates in the year ended December 31, 2020.

In the nine months ended September 30, 2020, the Company received aggregate gross proceeds of $2.0 million from the issuance of convertible notes to YA II PN, Ltd. (“YA PN II,”) pursuant to a previous securities purchase agreement.

In the three months ended September 30, 2020, the Company recorded interest expense related to these debt instruments of $2.0 million, including amortization of the beneficial conversion features of $1.7 million. In the nine months ended September 30, 2020, the Company recorded interest expense related to these debt instruments of $14.2 million, including amortization of the beneficial conversion features of $13.2 million.

$37.5 million Convertible Debenture due July 4 2021 – YA II PN

On January 4, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $37.5 million, and received aggregate gross proceeds of $37.5 million. The note was scheduled to mature on July 4, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $2.00. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, was converted into 18.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $25,479 for the three and nine months ended September 30, 2021, respectively.

$37.5 million Convertible Debenture due July 15 2021 – YA II PN

On January 15, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $37.5 million, and received aggregate proceeds of $37.5 million. The note was scheduled to mature on July 15, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $3.31. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

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During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, were converted into 11.3 million shares of common stock of the Company. Total interest expense recognized was $0 and $46,301 for the three and nine months ended September 30, 2021, respectively.

$65.0 million Convertible Debenture due July 28 2021 – YA II PN

On January 28, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $65.0 million, and received aggregate proceeds of $65.0 million. The note was scheduled to mature on July 28, 2021 and bore interest at an annual rate of 4.0%, which would increase to 18.0% in the event of default. The note had a fixed conversion price of $4.12. The conversion price was not subject to adjustment except for subdivisions or combinations of common stock. The Company had the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contained customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

During the nine months ended September 30, 2021, the note, plus accrued and unpaid interest, were converted into 15.8 million shares of common stock of the Company. Total interest expense recognized was $0 and $53,699 for the three and nine months ended September 30, 2021.

$80.0 million Convertible Debenture due August 8, 2021 – YA II PN

On February 8, 2021, the Company executed a security purchase agreement with YA II PN, whereby the Company issued a convertible note of $80.0 million, and received aggregate proceeds of $80.0 million. The note is scheduled to mature on August 8, 2021 and bears interest at an annual rate of 4.0%, which increases to 18.0% in the event of default. The note has a fixed conversion price of $4.95. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. The Company has the right, but not the obligation, to redeem a portion or all amounts outstanding under this note prior to the maturity date at a cash redemption price equal to the principal to be redeemed, plus accrued and unpaid interest. The note contains customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

During the nine months ended September 30, 2021, the Company repaid the note and accrued interest $81.6 million. Total interest expense recognized was $0.3 million and $1.5 million for the three and nine months ended September 30, 2021.

Vendor Notes Payable

On May 13, 2020, DBOT entered into a settlement agreement with a vendor whereby the existing agreement with the vendor was terminated, the vendor ceased to provide services, and all outstanding amounts were settled. In connection with this agreement, DBOT paid an initial $30,000 and executed an unsecured promissory note in the amount of $60,000, bearing interest at 0.25% per annum, and payable in two installments of $30,000. The first installment was due on December 31, 2020 and was repaid. The remaining payment is due on August 31, 2021and was repaid.

In the three months ended March 31, 2020, the Company ceased to use the premises underlying one lease and vacated the real estate. In the three months ended 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, 2021.

Small Business Association Paycheck Protection Program

On Apr 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 was originally payable in 18 installments of $18,993 commencing on November 10, 2020, with a final payment due on April 10, 2022. With several amendments, the loan is currently payable monthly commencing on September 10, 2021, with a final payment due on April 10, 2025. The forgiveness application of the loan was submitted in August 2021 and the first payment was made on October 10, 2021 for the payment due on September 10 2021 while the forgiveness application is under review.

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 was originally payable in 18 installments of approximately $7,000 commencing on December 1, 2020, with a final payment due on May 1, 2022. With several amendments, the loan was payable commencing on October 1, 2021, with a final payment due on April 10, 2025. On April 20, 2021, the Company completed the disposal of Grapevine and the loan balance was deconsolidated from consolidated balance sheet.

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On May 3, 2020 WAVE 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 was originally payable in 18 installments of $12,630 commencing on November 1, 2020, with a final payment due on May 3, 2022. After the issuance of an additional grace period, payments will commence on September 21, 2021 until the original maturity date of May 3, 2022. The loan and the accrued interest were forgiven and paid by the U.S. Small Business Administration according to the notice received from the bank on September 16, 2021. The Company recorded it as the "Gain on extinguishment of debt" on the condensed consolidated statement of operations.

On February 24, 2021 US Hybrid borrowed $0.5 million at an annual rate of 1.0% from a commercial bank through the Small Business Association Paycheck Protection Program. The loan has a maturity date of February 24, 2026. After the issuance a 10 months grace period was initiated, and payments will commence on March 10, 2022 and will continue until the maturity date. US Hybrid used the loan for qualifying expenses. The loan was forgiven in June 2021 and was accounted for in conjunction with the acquisition accounting in Note 6.

Total interest expense recognized was $851 and $2,899 in the three and nine months ended September 30, 2021, respectively for the Small Business Association Paycheck Protection Program.

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 September 30, 2021 and December 31, 2020, 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 Development and Investment Company Limited (“Qingdao”) formed an entity named Qingdao Chengyang Mobo New Energy Automobile Sales Service Company Limited (“New Energy.”). With several name changes, the entity current name is Qingdao Chengyang Medici Zhixing New Energy Automobile Company Limited. 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 New Energy attaining certain revenue or market value benchmarks.

The investment agreement stipulates that New Energy must pay Qingdao dividends at the rate of 6.0%. After one year, Qingdao may sell its investment to an institutional investor, or redeem its investment if Qingdao does not meet certain revenue and market value benchmarks and after three years may redeem its investment. the redeemable amount equals the face amount plus 6.0% interest less dividends paid. At Qingdao's request, the Company had entered discussions concerning the redemption of the investment, and in the three months ended September 30, 2021 Qingdao officially requested redemption of the invested funds. Due to the redemption feature, the Company had classified the investment outside of permanent equity, and subsequent to the requested redemption classified the investment in current liabilities.

The following table summarizes activity for the redeemable non-controlling interest (in thousands):


	Nine months ended
	September 30, 2021		September 30, 2020
Beginning balance	$	7,485	$	—
Initial investment	—		7,047
Accretion of dividend	347		323
Loss attributable to non-controlling interest	(195)		(79)
Adjustment to redemption value	195		79
Ending balance	$	7,832	$	7,370

Common Stock

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

2021 Equity Transactions

On February 26, 2021, the Company entered into a sales agreement with Roth Capital Partners, LLC (“Roth Capital.”) in accordance with the terms of the sales agreement, the Company may offer and sell from time to time through Roth Capital the Company’s common stock having an aggregate offering price of up to $150.0 million (the “Placement Shares.”). The Company shall pay to Roth Capital in cash, upon each sale of Placement Shares pursuant to the Agreement, an amount equal to 3.0% of the gross proceeds from each sale of Placement Shares. During the three months ended September 30, 2021, the Company issued 7.5 million shares of common stock and received net proceeds of $17.7 million after deducting $0.5 million commission and transaction fees. During the nine months ended September 30, 2021, the Company issued 50.4 million shares of common stock and received net proceeds of $145.5 million after deducting $4.5 million commission and transaction fees.

On June 30, 2021, the Company entered into a Standby Equity Distribution Agreement (the “SEDA”) with YA II PN, Ltd., (“YA”). The Company will be able to sell up to 80.4 million shares 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 (i) 95% of the Market Price if the applicable pricing period is two consecutive trading days or (ii) 96% of the Market Price if the applicable pricing period is five consecutive trading days, and, in each case, 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. “Market Price” shall mean the lowest daily volume weighted average price of the Company’s common stock during the two or five consecutive trading days, as applicable, commencing on the trading day following the date the Company submits an advance notice to YA. Pursuant to the SEDA, the Company is required to register all shares which YA may acquire. The SEDA contains customary representations, warranties and agreements of the Company and YA II PN, indemnification rights and other obligations of the parties. YA II PN has covenanted not to cause or engage in any direct or indirect short selling or hedging of the Company’s shares of common stock. During the nine months ended September 30, 2021, the Company issued 10.0 million shares of common stock for a total of $27.3 million.

On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement with Cantor Fitzgerald & Co ("Cantor"). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to Cantor, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350,000,000 (the “Placement Shares”). The Placement Shares will be offered and sold pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333- 252230). The Company shall pay to Cantor in cash, upon each sale of Placement Shares pursuant to this Agreement, an amount equal to up to 3.0% of the aggregate gross proceeds from each sale of Placement Shares. During the three months ended September 30, 2021, the Company issued 2.0 million shares of common stock and received net proceeds of $4.2 million after deducting $0.1 million commission and transaction fees.

Refer to Note 6 for information related to the issuance to common stock for acquisitions, Note 12 for information related to issuance of common stock with convertible notes, Note 15 for information related to the issuance to common stock for option exercise.

2020 Equity Transactions

During the three months ended September 30, 2020, the Company issued 1.6 million shares of common stock related to the DBOT acquisition, issued 0.3 million shares of common stock related to the professional service provide by a third party.

During the nine months ended September 30, 2020, the Company issued 13.0 million shares of common stock related to the DBOT acquisition, issued 27.9 million shares of common stock related to the issuance, conversion and warrant exercise of convertible notes to third party, 10.3 million shares of common stock related to the related party debt conversion, 34.5 million shares related to SEDA, 2.0 million shares related to the settlement of a third party debt and 1.2 million shares of common stock related to the professional service provided by the third parties.

Note 14. Related Party Transactions

(a) Convertible Notes

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

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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 at a 4.0% interest rate computed on the basis of a 365-day year. The Company had previously 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. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $50,959 related to the note, respectively.

On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of conversion price to $0.59, contingent upon the immediate conversion of the Note. On June 5, 2020, the note was converted into 5.1 million shares of common stock. The Company paid the accumulated interest $0.3 million in cash prior to the conversion.

$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 bore interest at a rate of 4.0%, was scheduled to mature on February 8, 2020, and was convertible into shares of the Company’s common stock at a conversion price of $1.83 per share anytime at the option of SSSIG. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $21,546 related to the convertible promissory note, respectively. The Company did not pay the interest in cash on this note.

The Company received $1.3 million from SSSIG, and did not receive the remaining $1.2 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 2.2 million shares of common stock.

$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 bore interest at a rate of 4.0%, was initially scheduled to mature on November 25, 2021, and was 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. For the three and nine months ended September 30, 2020, the Company recorded interest expense of $0 and $4,301, respectively. The Company did not paid the interest in cash on this note.

The Company received $0.25 million from SSSIG and did not receive the remaining $0.8 million. On June 5, 2020, the Audit Committee and the Board of Directors approved the reduction of the conversion price to $0.59, contingent upon the immediate conversion of the convertible promissory note. On June 5, 2020, the convertible promissory note, including accumulated interest, was converted into 0.4 million shares of common stock.

(b) Severance payments

Pursuant to previous severance agreements with certain executives, the Company paid $0.1 million in the nine months ended Sep 30, 2020, and recorded the remaining $0.1 million in “Accrued salaries” on its condensed consolidated balance sheet as of September 30, 2021 and December 31, 2020.

On June 5, 2020, the Audit Committee and the Board of Directors approved the conversion of some borrowings at a conversion price of $0.59 per common share, contingent upon the immediate conversion of these amounts. On June 5, 2020, the borrowings of $1.5 million, including the $0.4 million transferred from Beijing Financial Holding Limited, were converted into 2.6 million shares of common stock.

As of September 30, 2021 and December 31, 2020, the Company has receivables of $0.2 million and $0.2 million, respectively, due from Dr. Wu and his affiliates and recorded in “Amounts due from related parties” in the condensed consolidated balance sheets.

As of September 30, 2021 and December 31, 2020, the Company has payables of $0.7 million and $0.6 million, respectively, due to Dr. Wu and his affiliates and recorded in “Amounts due to related parties” in the condensed consolidated balance sheets.

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The increase is mainly due to $0.4 million accrued service charges payable to SSSIG for the period from April 1, 2021 through September 30, 2021 described more fully below.

Service agreement with SSSIG

The Company entered a service agreement with SSSIG for the period from July 1, 2020 through June 30, 2021 for $1.4 million in exchange for consulting services from SSSIG. The services include but are not limited to human resources, finance and legal advice. The Company recorded the service charges of $0.4 million in “Professional fees” for the three and nine months ended September 30, 2021. The agreement was terminated in May 2021 and both parties agree that the service agreement has been completely performed and no payment is outstanding, and the termination shall not be regarded as a breach by either party. As a result, the Company recorded unpaid $0.6 million in "Other income (expense, net)" in the condensed consolidated statement of operation.

The Company entered a new consulting service agreement with SSSIG on April, 20, 2021 for the period from April 1, 2021 through June 30, 2021 for $0.4 million. The service agreement includes employment transfer, financial transition, corporate documents handover, legal representative and board member change for the Company's subsidiaries and affiliates. The Company recorded $0.4 million in the “Amount due to related parties.”

(d) Amounts due from and due to Glory

Glory has made partial payment of $0.5 million on behalf of the Company to acquire the land use rights and the Company has made payments of $0.2 million on behalf of Glory for some of its operational expenses during the year ended December 31, 2020. The net balance of $0.2 million and $0.3 million due to Glory as result of these payments is recorded in “Amount due to related parties” as of September 30, 2021 and December 31, 2020, respectively.

(e) Fuzhou Note Receivable

Refer to Note 3 for the details.

(f) Receivable due from Ocasia

In the three months ended September 30, 2021, Seven Stars Energy PTD LTD (`"SSE"), one of Ideanomics' subsidiary, sent $0.2 million to Ocasia Group Holding LTD for the purpose of a business cooperation project. Ocasia returned $0.2 million in October 2021 because the project was put on hold.

(g) Receivable due from Mr. McMahon

In the three months ended September 30 2021, the Company paid his personal expense $0.1 million on behalf of Mr. McMahon and recorded as the "amount due from related parties" on the consolidated balance sheet.

(h) Long Term Investment to Guizhou Qianxi Green Environmentally Friendly Taxi Service Co. (“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 for consideration of $4.9 million, which was to be paid in six installments. Shenma was required to complete the share transfer registration prior to May 31, 2020, otherwise it will be required to return the consideration to the Company. The Company has paid $0.5 million as of September 30, 2021 and December 31, 2020 and recorded it on the “Other Non-Current Assets” since the share transfer registration is not completed yet. The Company is currently taking actions to resolve these matter.

(i) Stock purchase consideration payable due to FNL

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL, pursuant to which Ideanomics made an investment into FNL, the unpaid consideration $0.1 million is recorded in the “Amount due to related parties.” Refer to Note 6 for additional information.

(j) Borrowing from Beijing Financial Holdings Limited

In the three months ended June 30 2020, the borrowing of $0.4 million from Beijing Financial Holding Limited was transferred to Dr. Wu, and was subsequently converted to shares at a conversion price of $0.59 per common share on June 5, 2020.

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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.

(k) Zhu Note Receivable

In May 2020, a subsidiary of the Company, Qingdao Chenyang Ainengju New Energy Sales and Service Company Limited ("Energy Sales") provided a note receivable to Mr. Jianya Zhu ("Mr. Zhu") in the amount of 10.0 million RMB ($1.4 million). Mr. Zhu, through his wholly-owned entity Prime Capital Enterprise Pte. Ltd., provided collateral in the form of its 50.0% ownership of Seven Stars Founder Space Industrial Pte. Ltd ("Founder Space.") Founder Space is also 50.0% owned by a related party, Seven Stars Innovative Industries Group Limited, an affiliate of Dr. Bruno Wu (“Dr. Wu”), the Chairman of the Company. Mr. Zhu agreed to repay 10.5 million RMB ($1.5 million) one month from the disbursement date. In September 2020, a third-party satisfied the note receivable and accrued interest in the amount of 10.5 million RMB ($1.5 million) on behalf of Mr. Zhu, and the Company terminated the note and collateral agreement.

(l) Research and development contract with a related party

The Company has entered a research and development contract with an entity with the total amount of $2.8 million for EV design and technology development in the three months ended September 30 2020. The Company has paid $1.3 million in the three months ended September 30, 2020 and recorded this amount in "Research and development expense." One of the shareholders of this entity holds a senior position in several of Dr. Wu’s affiliated entities.

Note 15. Share-Based Compensation

As of September 30, 2021, the Company had 22.9 million options and 1.1 million warrants outstanding.

The Company awards common stock and stock options to employees, consultants, and directors as compensation for their services, and accounts for its stock option awards to employees, consultants, and directors pursuant to the provisions of ASC 718, Stock Compensation. For the options with market conditions, the fair value of each award is estimated on the date of grant using Monte-Carlo valuation model and recognizes the fair value of each option as compensation expense over the derived service period. For the options with performance conditions, the fair value of each award is estimated on the date of grant using Black-Scholes Merton valuation model and recognizes the fair value of each option as compensation expense over the implicit service period. For Restricted stock and option awards only with service conditions, 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. On October 22, 2020, the Company’s shareholders approved the amendment and restatement of the 2010 Plan. The maximum aggregate number of shares of common stock that may be issued under the 2010 Plan increased from 31.5 million shares to 56.8 million shares. As of September 30, 2021, options available for issuance are 16.3 million shares.

For the three months ended September 30, 2021 and 2020, total share-based payments expense was $15.2 million and $3.3 million, respectively, and $19.2 million and $8.8 million for the nine months ended September 30, 2021 and 2020, respectively.

(a)Stock Options

The following table summarizes stock option activity for the nine months ended September 30, 2021:

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	Options Outstanding	Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (Years)	Aggregate Intrinsic Value
Outstanding at January 1, 2021	25,087,416	$	1.29	—	$	—
Granted	9,377,000	2.50		—	—
Exercised	(5,589,084)	1.50		—	5,588,929
Expired	(2,891,509)	1.73		—	—
Forfeited	(3,067,750)	0.63		—	—
Outstanding at September 30, 2021	22,916,073	1.77		8.48	10,518,390
Vested as of September 30, 2021	12,369,305	1.47		7.94	8,010,123
Expected to vest as of September 30, 2021	10,546,768	2.13		9.11	2,508,267

As of September 30, 2021, $19.1 million of total unrecognized compensation expense related to non-vested share options is expected to be recognized over a weighted average period of 1.6 years. The total intrinsic value of shares exercised in the nine months ended September 30, 2021 and 2020 was $5.6 million and $59,965, respectively. The total fair value of shares vested in the nine months ended September 30, 2021 and 2020 was $5.4 million and $8.8 million, respectively. Cash received from options exercised in the nine months ended September 30, 2021 and 2020 were $8.4 million and $0, respectively.

For the options with performance conditions and only with service conditions, the assumptions used to estimate the fair values of the stock options granted in the nine months ended September 30, 2021 and 2020 as follows:


	Nine Months Ended
	September 30, 2021		September 30, 2020
Expected term (in years)	4.79-7.17		5.37-5.46
Expected volatility	112.02%-129.63%		100.98%-101.55%
Expected dividend yield	—	%	—	%
Risk free interest rate	0.51%-1.1%		0.40	%

For the options with market conditions, the assumptions used to estimate the fair values of the stock options granted in the nine months ended September 30, 2021 as follows:


	Nine Months Ended September 30, 2021
Expected term (in years)	1.88
Expected volatility	106.92	%
Expected dividend yield	—	%
Risk free interest rate	1.31	%

(b)Warrants

In connection with certain of the Company’s service agreements, the Company issued warrants to service providers to purchase common stock of the Company. The weighted average exercise price was $4.00 and the weighted average remaining life was 0.9 years.


	September 30, 2021	December 31, 2020
Warrants Outstanding	Number of Warrants Outstanding and Exercisable	Number of Warrants Outstanding and Exercisable	Exercise Price		Expiration Date
Service providers	200,000	200,000	$	5.00	July 1, 2022
Service providers	700,000	700,000	2.50		February 28, 2022 - October 1, 2022
Service provider	100,000	—	7.50		January 1, 2023
Service provider	100,000	—	9.00		January 1, 2023
Total	1,100,000	900,000

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(c)Restricted Shares

In July 2021, the Company granted 5.0 million restricted shares to seven employees and directors under the “2010 Plan” which was approved by the Board of Directors. The restricted shares were all vested immediately on the grant date. The aggregated grant date fair value of all those restricted shares was $12.4 million.

A summary of the unvested restricted shares is as follows:


	Shares	Weighted-average fair value
Non-vested restricted shares outstanding at January 1, 2021	—	$	—
Granted	5,025,000	2.46
Forfeited	—	—
Vested	(5,025,000)	2.46
Non-vested restricted shares outstanding at September 30, 2021	—	—

As of September 30, 2021, 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 and nine months ended September 30, 2021 and 2020 (USD in thousands, except per share amounts):


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Net earnings (loss) attributable to common stockholders	$	(50,851)	$	(8,286)	$	(64,526)	$	(47,212)
Basic weighted average common shares outstanding	473,829,962		237,535,999		432,989,602		191,976,856
Effect of dilutive securities
Convertible preferred shares- Series A	—		—		—		—
Convertible promissory notes	—		—		—		—
Diluted potential common shares	473,829,962		237,535,999		432,989,602		191,976,856
Earnings (loss) per share:
Basic	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)
Diluted	$	(0.11)	$	(0.03)	$	(0.15)	$	(0.25)

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):

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	September 30, 2021	December 31, 2020
Warrants	1,100	900
Options and RSUs	22,931	25,172
Series A Preferred Stock	933	933
Contingent shares	1,491	1,013

Total	26,455	28,018

Note 17. Income Taxes

During the three months ended September 30, 2021 there was an income tax benefit of $0.8 million, During the nine months ended September 30, 2021 there was an income tax benefit of $9.7 million. This benefit for the nine months ended September 30, 2021 principally consisted of a reduction in the Company’s valuation allowance that resulted from the acquisitions, US Hybrid and Solectrac in the second quarter, and,Timios and WAVE, in the first quarter. In the case of each acquisition, intangible assets were recognized for financial reporting purposes that were not recognized for income tax purposes. This, in combination with some smaller temporary differences of four acquired businesses, resulted in the recognition of $11.0 million deferred tax liabilities, none of which was in the three months ended September 30,2021. The federal tax returns of all four acquired businesses will be included in the Ideanomics and subsidiaries consolidated U.S. federal tax return. WAVE will be included in the state tax returns of Ideanomics. The federal deferred tax liabilities, and the WAVE state deferred tax liabilities created, resulted in the valuation allowance on Ideanomics’ deferred tax assets being reduced by a similar amount. Ideanomics’ net deferred tax assets that had previously been judged to be more likely that not to be unable to reduce the Company’s income tax liability and consequently were completely offset by a valuation allowance. Once the acquisitions of four acquired businesses occurred, a portion of Ideanomics’ deferred tax assets could be utilized in offsetting the newly acquired deferred tax liabilities, this resulted in a one-time income tax benefit of $9.1 million during the nine months ended September 30, 2021.

Timios, US Hybrid and Soletrac have taxable income or loss reported on certain separate state tax returns and consequently have related state income tax expense or benefit. In the case of US Hybrid and Soletrac, which have losses, there are state income tax benefits consisting of those losses being used to reduce the state deferred tax liabilities recognized in the acquisitions. In the case of Timios, state income tax expense results from income. The net state income benefit for Timios, US Hybrid and Solectrac was $0.8 million and $0.6 million for the three and nine months ended September 30, 2021, respectively. The income tax benefit for both the three and nine months ended September 30, 2021 included a $0.6 million state deferred tax benefit related to the Timios impairment. There are no other material income tax expenses or benefits for the three and nine months ended September 30, 2021 because of net operating loss and deferred tax assets related to the net operating loss carryovers utilized had been offset by a valuation allowance. The Company had established a 100% valuation allowance against its net deferred tax assets, excluding Timios, US Hybrid and Solectrac's’ net state deferred tax liabilities, due to its history of pre-tax losses and the likelihood that the deferred tax assets will not be realized.

During the three and nine months ended September 30, 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.

There were no uncertain tax positions that would prevent the Company from recording the related benefit as of September 30, 2021 and December 31, 2020.

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 Actions and Derivative Litigation

On July 19, 2019, a purported class action, now captioned Rudani v. Ideanomics, et al. 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 and

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directors. The Amended Complaint alleges violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934. Among other things, the Amended Complaint alleges purported misstatements made by the Company in 2017 and 2018. As part of a mediation, the parties reached a settlement in principle for $5.0 million. The settlement agreement has been preliminarily approved by the Court and is subject to final court approval.

On June 28, 2020, a purported securities class action, captioned Lundy v. Ideanomics et al. Inc., was filed in the United State District Court for the Southern District of New York against the Company and certain current officers and directors of the Company. Additionally, on July 7, 2020, a purported securities class action captioned Kim v. Ideanomics, et al, was filed in the Southern District of New York against the Company and certain current officers and directors of the Company. Both cases alleged violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 arising from certain purported misstatements by the Company beginning in September 2020 regarding its MEG division. On November 4, 2020, the Lundy and Kim actions were consolidated and is now titled “In re Ideanomics, Inc. Securities Litigation.” In December 2020, the Court appointed Rene Aghajanian as lead plaintiff and an amended complaint was filed in February 2021, alleging violations of Section 10(b) and 20(a) of the Securities Exchange Act of 1934 arising from certain purported misstatements by the Company beginning in March 2020 regarding its MEG division. The defendants filed a motion to dismiss on May 6, 2021. While the Company believes that this action is without merit, there can be no assurance that the Company will prevail. The Company cannot currently estimate the possible loss or range of losses, if any, that it may experience in connection with this litigation.

On July 10, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Toorani v. Ideanomics, et al. The Complaint alleges violations of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duties, unjust enrichment, abuse of control, gross mismanagement, and corporate waste and seeks monetary damages and other relief on behalf of the Company. Additionally, on September 11, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the Southern District of New York, captioned Elleisy, Jr. v. Ideanomics, et al, alleging violations and allegations similar to the Toorani litigation. On October 10, 2020, the Court in the Elleisy and Toorani, consolidated these two actions. Additionally, on October 27, 2020, the Company was named as a nominal defendant, and certain of its former officers and directors were named as defendants, in a shareholder derivative action filed in the United States District Court for the District of Nevada, captioned Zare v. Ideanomics, et al, alleging violations and allegations similar to the Toorani and Elleisy litigation. The Company and certain of the defendants, including the Company, have reached a settlement in principle in which the Company has agreed to certain corporate governance and internal procedure reforms and is not expected to have a material financial impact on the Company. The settlement in principle is subject to finalization and approval of the Court.

SEC Investigation

As previously reported, the Company is subject to an investigation by the SEC and continues to respond to various information and requests from the SEC. The Company is fully cooperating with the SEC’s requests and cannot predict the outcome of this investigation.

Note 19. Concentration of Credit and Foreign Currency Risks

(a)Concentration of Credit Risks

Financial instruments that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and accounts receivable. As of September 30, 2021, the Company’s cash was held by financial institutions (located in the PRC, Hong Kong, Malaysia, the U.S. 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.

(b)Foreign Currency Risks

A portion of the Company’s operating transactions 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.

(c)Cybersecurity Incident

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The Company’s real estate services subsidiary, Timios, experienced a systems outage that was caused by a cybersecurity incident. Timios has engaged leading forensic information technology firms and legal counsel to assist its investigation into the incident. Although Timios is actively managing the impact of the cybersecurity incident, it has caused a delay or disruption to parts of Timios’ business, including its ability to perform its mortgage title, closing and escrow services offerings during the reporting period. Timios has since recovered their operation capabilities. The cybersecurity incident has had a material adverse impact on Timios’ revenues. Daily orders are increasing and the company anticipates that a significant amount of the business lost immediately after the cybersecurity incident will be recovered in 2022, although there can be no assurances in this regard. Timios promptly notified third-parties who may have been affected by this incident, and its insurer has offered a one year credit monitoring service to those who may have been affected.

Note 20. Contingent Consideration

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):


	September 30, 2021
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		1,305		1,305
Wave - Contingent consideration3	—		—		1,519		1,519
Solectrac - Contingent consideration4	—		—		1,639		1,639
Total	$	—	$	—	$	5,112	$	5,112



	December 31, 2020
	Level I		Level II		Level III		Total
DBOT - Contingent consideration1	$	—	$	—	$	649	$	649
Tree Technology - Contingent consideration2	—		—		8,311		8,311
Total	$	—	$	—	$	8,960	$	8,960

1This represents the liability incurred in connection with the acquisition of DBOT shares during the three months ended September 30, 2019 and as remeasured as of April 17, 2020. The contractual period which required periodic remeasurement has expired, and therefore the Company will not remeasure this liability in the future. The fair value of DBOT contingent consideration as of September 30, 2021 was valued using the Black-Scholes Merton method. The Company issued 11.3 million shares during the nine months ended September 30, 2020 and partially satisfied this liability. No shares have been issued in the nine months ended September 30, 2021.

2This represents the liability incurred in connection with the acquisition of Tree Technology shares during the three months ended December 31, 2019 and as subsequently remeasured as of September 30, 2021. The fair value of the Tree Technology contingent consideration was valued using a scenario-based method which incorporates various estimates, including projected gross revenue for the periods, probability estimates, discount rates and other factors.

3This represents the liability incurred in connection with the acquisition of WAVE. The liability represents the combination of the contingent shares and the earnout. The contingent shares are the remaining shares to be issued contingent on the receipt of certain customer consents as disclosed in Note 6. The fair value of this contingent consideration was valued using a scenario-based method that indicated based on the probabilities that 100% of the consents will be received. the Company received some consents in the three months ended September 30, 2021 and issued 2.0 million shares accordingly. The earnout liability is dependent on WAVE achieving certain revenue and gross profit margin criteria in 2021, 2022 and cumulatively 2021 and 2022. The fair value of zero has been determined using a scenario-based method which indicated that none of the criteria are likely to be achieved.

4This represents the liability incurred in connection with the acquisition of Solectrac. The liability represents the fair value of the three earnouts that were entered into at closing. The fair value of $1.6 million has been determined using a scenario-based method which indicated partial achievement of the criteria over the three years.

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

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	Contingent Consideration
January 1, 2021	$	8,960
Addition	9,297
Settlement	(6,138)
Measurement period adjustment
Remeasurement loss/(gain) recognized in the statement of operations	(7,006)
September 30, 2021	$	5,113

Note 21. Subsequent Events

Convertible Debenture

On October 25, 2021 Ideanomics entered into a convertible debenture with the YA II PN, Ltd (“YA,”) with a principal amount of $75.0 million. The note has a fixed conversion price of $1.88. The conversion price is not subject to adjustment except for subdivisions or combinations of common stock. The principal and the interest payable under the note will mature on October 24, 2022, unless earlier converted or redeemed by the Company. At any time before the maturity date, YA may convert the note at its option into up to 39.9 million shares (excluding additional shares issuable upon accrued interest) of the Company’s common stock at a fixed conversion price of $1.88. The note contains customary events of default, indemnification obligations of the Company and other obligations and rights of the parties.

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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 2020 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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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 condensed 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.

Through September 30, 2021, the Company operates in one segment with two business units, Ideanomics Mobility and Ideanomics Capital. Ideanomics Mobility is driving EV adoption by assembling a synergistic ecosystem of subsidiaries and investments across the three key pillars of electric vehicles ("EV"): Vehicles, Charging, and Energy. These three pillars provide the foundation for Ideanomics Mobility’s planned offering of unique business solutions such as Charging as a Service (“CaaS”) and Vehicle as a Service (“VaaS.”)

Ideanomics Capital is the Company’s fintech business unit, which focuses on leveraging technology and innovation to improve efficiency, transparency, and profitability for the financial services industry.

Restatement of Previously Issued Consolidated Financial Statements

The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives effect to the restatement adjustments made to the previously reported Condensed Consolidated Financial Statements as of and for the periods ended March 31, 2021 and June 30, 2021. For additional information and a detailed discussion of the Restatement, see Note 2, “Restatement of Previously Issued Condensed Consolidated Financial Statements.”

Significant Transactions in the Nine Months Ended September 30, 2021

Since December 31, 2020 the Company has completed a number of transactions that have expanded the scope of the Company’s EV and fintech activities, and has entered into a contract regarding the sale of Fintech Village and has completed the disposal of Grapevine Logic, Inc.

WAVE

On January 15, 2021 acquired 100% of privately held Wireless Advanced Vehicle Electrification, LLC. (“WAVE.”)

Founded in 2011, and headquartered in Salt Lake City, Utah, WAVE is a leading provider of inductive (wireless) charging solutions for medium and heavy-duty EVs. Embedded in roadways and depot facilities, the WAVE system automatically charges vehicles during scheduled stops. The hands-free WAVE system eliminates battery range limitations and enables fleets to achieve driving ranges that match that of internal combustion engines.

Deployed since 2012, WAVE has demonstrated the capability to develop and integrate high-power charging systems into heavy-duty EVs from leading commercial EV manufacturers. With commercially available wireless charging systems up to 250kW and higher power systems in development, WAVE provides custom fleet solutions for mass transit, logistics, airport and campus shuttles, drayage fleets, and off-road vehicles at ports and industrial sites.

Wireless charging systems offer several compelling benefits over plug-in-based charging systems, including reduced maintenance, improved health and safety, and expedited energy connection and are important to the deployment of autonomous

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driving vehicles. Furthermore, wireless in-route charging enables greater route lengths or smaller batteries while also maintaining battery life, thereby reducing costs for fleet operators. WAVE customers include what is currently the largest EV bus system in the U.S., the Antelope Valley Transit Authority, and its partnerships include Kenworth, Gillig, BYD, Complete Coach Works and the Department of Energy.

Energica Motor Company, S.P.A. (“Energica”)

On March 3, 2021 the Company purchased 20% of Energica, the world’s leading manufacturer of high-performance electric motorcycles and the sole manufacturer of the FIM Enel MotoE™ World Cup. Energica has combined zero emission EV technology with the pedigree of high-performance mobility synonymous with Italy’s Motor Valley to create a range of exceptional products for the high-performance motorcycle market. To support its products, it has developed proprietary EV battery and DC fast-charging in-house that has applications and synergies with Ideanomics’ broader interests in the global EV sector. On September 15, 2021 the Company announced it has entered into an agreement to launch a voluntary conditional tender offer in concert with the Founders of Energica for shares of Energica Motor Company S.p.A. (Energica), pursuant to which Ideanomics plans to increase its investment in Energica to approximately 70%. The Energica Founders shall continue to own 29% of Energica.

Silk EV Cayman LP (“Silk”)

On January 28, 2021, the Company invested $15.0 million in Silk EV via a promissory note. Silk is an Italian engineering and design services company that has recently partnered with FAW to form a new company (“Silk-FAW”) to produce fully electric, luxury vehicles for the Chinese and Global auto markets. Silk-FAW has exclusive rights to develop Hongqi-S brand high-end electric sports cars. The Hongqi brand is the most well known luxury auto brand in China. Silk-FAW vehicles are being designed in Italy’s Motor Valley and is attracting talent from the luxury and high performance auto market. Partnering with Silk provides access to Silk-FAW’s Innovation Centers providing us insight into technological advancements and all best-in-breed technology evaluated at those centers to support the development of high-performance sportscars (battery tech, power management systems, high performance motors.)

Timios Holdings Corp.

On January 8, 2021 the Company acquired 100% of privately-held Timios Holdings Corp. (“Timios.”) Timios, a U.S. nationwide title and escrow services provider, which has been expanding in recent years through offering innovative and freedom-of-choice-friendly solutions for real estate transactions. The products include residential and commercial title insurance, closing and settlement services, as well as specialized offerings for the mortgage process industry.

Ideanomics expects that Timios will become one of the cornerstones of Ideanomics Capital. Timios combines difficult to obtain local and state licenses, a knowledgeable and experienced team, and a scalable platform to deliver best-in-class services through both centralized processing and localized branch networks. Ideanomics will assist Timios in scaling its business in various ways, including referring client acquisitions and product innovation.

Founded in 2008 by real estate industry veteran Trevor Stoffer, Timios’ vision is to bring transparency to real estate transactions. The company offers title and settlement, appraisal management, and real-estate-owned (“REO”) title and closing services in 44 states and currently serves more than 280 national and regional clients.

Technology Metals Market Limited (“TM2”)

TM2 is a London based digital commodities issuance and trading platform for technology metals. It connects institutional investors, proprietary traders and retail investors with metals suppliers – miners, refiners, recyclers and mints. The platform focuses specifically on new metals that currently don’t have an active trading marketplace, such as rhodium, lithium, cobalt, rhenium, etc. The Company’s ownership interest in TM2 provides valuable data and insight into the global technology metals market, which is critical to the future of the Cleantech and EV industries. TM2 connects both pillars of Cleantech and Fintech. The types of metals and materials traded on the TM2 platform are critical to Cleantech (for EV battery production, energy storage systems, solar cells, etc.,) while the Fintech platform is innovative in representing these commodities which do not exist on traditional exchanges.

On January 28, 2021, the Company entered into a simple agreement for future equity with TM2 pursuant to which Ideanomics invested $2.1 million. This investment is a follow-on investment further the Company’s prior investment of $1.2 million in stock-based consideration in December 2019.

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Fintech Village

US Hybrid

On June 10, 2021, the Company completed the acquisition of US Hybrid Corporation (“US Hybrid.”) Founded in 1999, and headquartered in Torrance, California, US Hybrid has been providing innovative solutions including components, drive trains, and fuel cells to medium and heavy-duty commercial fleet operators. US Hybrid designs, manufactures, and markets integrated power conversion systems for battery electric, fuel cell, and hybrid vehicles, as well as systems for renewable energy generation and storage. The company has been leading the clean-tech revolution by offering integrated power conversion components and integrated motor drives, motors and controllers, distributed energy management systems, and DC-DC boost converters - equipment that is vital to the growth of the broader EV industry. In addition to its relationships with leading original equipment manufacturers, US Hybrid has delivered projects for the private and public sectors, including the defense industry and governmental customers.

US Hybrid has reliably demonstrated proven powertrain technology, along with DC-DC converters which possess high efficiency ratings and fast dynamic response capabilities. US Hybrid enjoys long-term commercial relationships in various industries including Commercial, Defense and Aerospace, and Transit/Municipal for its battery electric vehicle, fuel cell energy, and hybrid platforms.

The acquisition of US Hybrid brings to Ideanomics the application of U.S.-built technology, for use in its own vehicles, and significantly extends the company's capabilities in zero-emission transportation. US Hybrid will continue to service its existing customer base, and Ideanomics will assist them in scaling their business operations within the Ideanomics Mobility business division. US Hybrid operates from locations in California, Connecticut, and Massachusetts.

Solectrac, Inc.

On June 11, 2021, the Company completed the acquisition of privately held Solectrac, Inc ("Solectrac") pursuant to an agreement and plan of merger (the “Solectrac Agreement”) entered into on June 11, 2021. Solectrac developed 100 percent battery-powered, all-electric tractors for agriculture and utility operations. Solectrac tractors provide an opportunity for farmers around the world to power their tractors by using the sun, wind, and other clean renewable sources of energy. Solectrac’s mission is to offer farmers independence from the pollution, infrastructure, and price volatility associated with fossil fuels.

Grapevine Logic, Inc.

On April 20, 2021, Ideanomics entered into a stock purchase agreement with FNL Technologies, Inc., (“FNL”) the owner and operator of the social media platform Hoo.be, pursuant to which Ideanomics made an investment into FNL, including cash, Ideanomics common stock, and 100% of the common stock outstanding of Grapevine Logic, Inc. (“Grapevine,”) a wholly-owned subsidiary of the Company focused on influencer marketing. Subsequent to this transaction, the Company owned 29.0% of the outstanding common stock of FNL.

Refer to Note 10 for additional information concerning the investment in FNL.

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Recent Developments

Convertible Debenture

On October 25, 2021, the Company entered into a convertible debenture with the YA II PN, Ltd. (the “Investor”) with a principal amount of $75.0 million maturing on October 24, 2022.

Minority Depository Institution Keepers Fund

On July 26, 2021, the Company entered into a subscription agreement to invest $25.0 million in MDI Fund. The MDI Fund sponsored by the National Bankers’ Association, an organization of minority-owned banks that aim to increase inclusivity in the financial services industry. The MDI Fund will provide capital resources primarily in low and moderate income areas to grow a more skilled workforce, increase employment opportunities, and support businesses’ growth among minority and underserved communities. The initial investment of $0.6 million was made on July 26, 2021.

Prettl Electronics Automotive

On August 2, 2021, the Company announced a strategic investment in Prettl Electronics Automotive ("PEA"), a business unit within the Prettl Group, a large German industrial company that manufactures and distributes components and systems for the automotive, energy, and electronics industries. The terms include a strategic investment of €7.5 million ($8.9 million) for 11,175 preferred shares. Ideanomics will receive exclusive sales and distribution rights for PEA charging infrastructure products and solutions in North America and CEO Alf Poor will join PEA's Board of Directors.

Cybersecurity Incident

Equity Offering

On August 12, 2021, the Company entered into a Controlled Equity Offering Sales Agreement (the “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”). In accordance with the terms of the Agreement, the Company may offer and sell from time to time through or to the Agent, as sales agent or principal, the Company’s common stock having an aggregate offering price of up to $350.0 million (the “Placement Shares.”)

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 2021 and 2020:

•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.

•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

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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 Company’s services through acquisitions, strategic equity investments, the formation of joint ventures, and through 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 various investments, 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 Company’s various investments may contribute to significant fluctuations in the results of the Company’s operations.

Effects of COVID 19

The Company continues to monitor the overall situation with COVID-19 and its effects on both local, regional and global economies.

Information about Segment Presentation

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change such that it may have multiple reportable segments in the future. These will be Ideanomics Mobility, which will encompass the entities with businesses centered in the electric vehicle (“EV”) market, and Ideanomics Capital, which will encompass business centered in the finance/real estate market, Other, and a corporate entity, with the combination/consolidation of all three comprising the consolidated operations of the Company. The chief operating decision maker will review financial results at the segment level, and the Company has appointed one segment manager and is in the process of identifying and appointing an additional segment manager and revising its internal reporting, budgeting and forecasting process so as to be aligned with the anticipated corporate structure.

Our 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 condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for further information.

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Consolidated Results of Operations

Comparison of Three Months Ended September 30, 2021 and 2020 (USD in thousands):


	Three Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change
Revenue	$	27,047	$	10,620	$	16,427	n/m
Cost of revenue	22,519		9,906		12,613		n/m
Gross profit	4,528		714		3,814		n/m

Operating expenses:
Selling, general and administrative expenses	28,876		7,636		21,240		n/m
Research and development expense	184		1,318		(1,134)		(86.0)
Professional fees	9,387		3,968		5,419		n/m
Impairment losses	21,033		3,275		17,758		n/m
Change in fair value of contingent consideration, net	(5,099)		(4,179)		(920)		22.0
Depreciation and amortization	1,682		695		987		n/m
Total operating expenses	56,063		12,713		43,350		n/m

Loss from operations	(51,535)		(11,999)		(39,536)		n/m

Interest and other income (expense):
Interest income (expense), net	109		(2,014)		2,123		n/m

Gain on extinguishment of debt	300		—		300		n/m
Other income, net	8		5,283		(5,275)		(99.8)
Loss before income taxes and non-controlling interest	(51,118)		(8,730)		(42,388)		n/m
Income tax benefit	842		—		842		n/m
Equity in gain (loss) of equity method investees	(819)		7		(826)		n/m

Net loss	(51,095)		(8,723)		(42,372)		n/m

Net loss attributable to common shareholders	(51,095)		(8,723)		(42,372)		n/m

Net loss attributable to non-controlling interest	244		437		(193)		(44.2)

Net loss attributable to Ideanomics, Inc. common shareholders	$	(50,851)	$	(8,286)	$	(42,565)	n/m

n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.

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Consolidated Results of Operations

Comparison of Nine months ended September 30, 2021 and 2020 (USD in thousands):


	Nine Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change
Revenue	$	87,832	$	15,690	$	72,142	n/m
Cost of revenue	63,161		14,676		48,485		n/m
Gross profit	24,671		1,014		23,657		n/m

Operating expenses:
Selling, general and administrative expenses	53,650		20,188		33,462		n/m
Research and development expense	429		1,318		(889)		(67.5)
Professional fees	21,994		8,096		13,898		n/m
Impairment losses	21,033		10,363		10,670		n/m
Change in fair value of contingent consideration, net	(7,006)		(2,900)		(4,106)		n/m
Litigation settlement	5,000		—		5,000		n/m
Depreciation and amortization	4,445		1,651		2,794		n/m
Total operating expenses	99,545		38,716		60,829		n/m

Loss from operations	(74,874)		(37,702)		(37,172)		98.6

Interest and other income (expense):
Interest expense, net	(871)		(14,061)		13,190		(93.8)
Loss on disposal of subsidiaries, net	(1,446)		—		(1,446)		n/m
Conversion expense	—		(2,266)		2,266		n/m
Gain on extinguishment of debt	300		—		300		n/m
Gain on remeasurement of investment	2,915		—		2,915		n/m
Other income, net	689		6,272		(5,583)		(89.0)
Loss before income taxes and non-controlling interest	(73,287)		(47,757)		(25,530)		53.5
Income tax benefit	9,667		—		9,667		n/m
Equity in loss of equity method investees	(1,517)		(8)		(1,509)		n/m

Net loss	(65,137)		(47,765)		(17,372)		36.4

Deemed dividend related to warrant repricing	—		(184)		184		n/m

Net loss attributable to common shareholders	(65,137)		(47,949)		(17,188)		35.8

Net loss attributable to non-controlling interest	611		737		(126)		(17.1)

Net loss attributable to Ideanomics, Inc. common shareholders	$	(64,526)	$	(47,212)	$	(17,314)	36.7

Revenues (USD in thousands)


	Three Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change
Electric vehicles*	$	9,236	$	8,872	$	364	4.1
Charging, batteries and powertrains	2,292		—		2,292		n/m
Title and escrow services	15,519		—		15,519		n/m
Combustion engine vehicles*	—		1,268		(1,268)		n/m
Digital advertising services and others	—		480		(480)		n/m
Total	$	27,047	$	10,620	$	16,427	n/m

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n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.


	Nine Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change
Electric vehicles*	$	18,322	$	9,622	$	8,700	90.4
Charging, batteries and powertrains	6,850		—		6,850		n/m
Title and escrow services	62,429		—		62,429		n/m
Combustion engine vehicles*	—		5,160		(5,160)		n/m
Digital advertising services and others	231		908		(677)		(74.6)
Total	$	87,832	$	15,690	$	72,142	n/m

n/m = Not Meaningful - represents percentage changes, in terms of absolute value over 100%.

* The revenues were recorded on either a Principal or Agent basis, depending on the terms of the underlying transaction, including the ability to control the product and the level of inventory risk taken. In the nine months ended September 30, 2021, the revenue from the sale of electric vehicles were recorded on a Principal basis. In the nine months ended September 30, 2020, the EV revenues were recorded on either a Principal or Agency basis.

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Revenue for the three months ended September 30, 2021 was $27.0 million as compared to $10.6 million for the same period in 2020, an increase of $16.4 million. The increase was mainly due to the Company’s acquisition of Timios, which generated revenue of $15.5 million for the three months ended September 30, 2021. No revenue was generated related to title and escrow services for the three months ended September 30, 2020.

In the three months ended September 30, 2021, the Company recognized $15.5 million revenue from the sales of title and escrow services, $9.2 million revenue from the sales of EVs, and $2.3 million revenue from sales of charging, batteries and powertrains. In the three months ended September 30, 2021, the Company acted in a Principal capacity in relation to vehicle sales.

In the three months ended September 30, 2020, the Company recognized $10.1 million revenue from the sales of vehicles, which included revenue of $1.3 million from the sale of traditional combustion vehicles. In the three months ended September 30, 2020, the Company acted in both a Principal and Agent capacity in relation to vehicle sales. For those contracts in which it acted in a Principal capacity, revenues were recorded on a Gross basis and for those contracts where it acted in an Agent capacity the revenues were recorded on a Net basis.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Revenue for the nine months ended September 30, 2021 was $87.8 million as compared to $15.7 million for the same period in 2020, an increase of $72.1 million. The increase was mainly due to the Company’s acquisition of Timios, which generated revenue of $62.4 million from the acquisition closing date through September 30, 2021. No revenue was generated related to title and escrow services for the nine months ended September 30, 2020.

In the nine months ended September 30, 2021, the Company recognized $62.4 million revenue from the sales of title and escrow service, $18.3 million revenue from the sales of EVs, and $6.9 revenue from sales of charging, batteries and powertrains. In the nine months ended September 30, 2021, the Company acted in a Principal capacity in relation to vehicle sales.

In the nine months ended September 30, 2020, the Company recognized $14.8 million revenue from the sales of vehicles, which included revenue of $5.2 million from the sale of traditional combustion vehicles. In the nine months ended September 30, 2020, the Company acted in both a Principal and Agent capacity in relation to vehicle sales. For those contracts in which it acted in a Principal capacity revenues were recorded on a Gross basis and for those contracts where it acted in an Agent capacity the revenues were recorded on a Net basis.

Cost of revenues (USD in thousands)

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	Three Months Ended							Nine Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change	September 30, 2021		September 30, 2020		Amount Change		% Change
Electric vehicles	$	9,160	$	8,226	$	934	11.4	$	17,709	$	8,658	$	9,051	104.5
Charging, batteries and powertrains	2,212		—		2,212		n/m	5,861		—		5,861		n/m
Title and escrow services	11,147		—		11,147		n/m	39,399		—		39,399		n/m
Combustion engine vehicles	—		1,229		(1,229)		n/m	—		5,121		(5,121)		nm
Digital advertising services and others	—		451		(451)		n/m	192		897		(705)		(78.6)
Total	$	22,519	$	9,906	$	12,613	n/m	$	63,161	$	14,676	$	48,485	n/m

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Cost of revenues was $22.5 million for the three months ended September 30, 2021, as compared to $9.9 million for the three months ended September 30, 2020. The increase was mainly due to the Company’s acquisition of Timios, which had recorded cost of $11.1 million related to title and escrow service for the three months ended September 30, 2021. No cost related to title and escrow services were incurred for the three months ended September 30, 2020.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Cost of revenues was $63.2 million for the nine months ended September 30, 2021, as compared to $14.7 million for the nine months ended September 30, 2020. The increase was mainly due to the Company’s acquisition of Timios, which had recorded cost of $39.4 million related to title and escrow service from the acquisition closing date through September 30, 2021. No cost related to title and were incurred escrow services for the nine months ended September 30, 2020.

Gross profit (USD in thousands)


	Three Months Ended							Nine Months Ended
	September 30, 2021		September 30, 2020		Amount Change		% Change	September 30, 2021		September 30, 2020		Amount Change		% Change
Electric vehicles	$	76	$	646	$	(570)	(88.2)	$	613	$	964	$	(351)	(36.4)
Charging, batteries and powertrains	80		—		80		n/m	989		—		989		n/m
Title and escrow services	4,372		—		4,372		n/m	23,030		—		23,030		n/m
Combustion engine vehicles	—		39		(39)		n/m	—		39		(39)		n/m
Digital advertising services and others	—		29		(29)		n/m	39		11		28		n/m
Total	$	4,528	$	714	$	3,814	n/m	$	24,671	$	1,014	$	23,657	n/m

Gross profit ratio


	Three Months Ended				Nine Months Ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Electric vehicles	0.8	%	7.3	%	3.3	%	10.0	%
Charging, batteries and powertrains	3.5	%	—	%	14.4	%	—	%
Title and escrow services	28.2	%	—	%	36.9	%	—	%
Combustion engine vehicles	—	%	3.1	%	—	%	0.8	%
Digital advertising services and others	—	%	6.0	%	16.9	%	1.2	%
Total	16.7	%	6.7	%	28.1	%	6.5	%

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Gross profit for the three months ended September 30, 2021 was $4.5 million, as compared to gross profit in the amount of $0.7 million during the same period in 2020. The increase was mainly due to the Company’s acquisition of Timios, which generated gross profit of $4.4 million related to title and escrow service for the three months ended September 30, 2021. There was no gross profit related to title and escrow services for the three months ended September 30, 2020.

The gross profit ratio for the three months ended September 30, 2021 was 16.7%, while in 2020, it was 6.7%. The increase was mainly due to the high gross margin from the sales of title and escrow services for the three months ended September 30, 2021.

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Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Gross profit for the nine months ended September 30, 2021 was $24.7 million, as compared to gross profit in the amount of $1.0 million during the same period in 2020. The gross profit ratio for the nine months ended September 30, 2021 was 28.1%, while in 2020, it was 6.5%. The increase was mainly due to the high gross margin from sales of title and escrow services for the nine months ended September 30, 2021.

Selling, general and administrative expenses

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Selling, general and administrative expenses for the three months ended September 30, 2021 were $28.9 million as compared to $7.6 million for the same period in 2020, an increase of $21.2 million. The increase was principally due to Stock Based Compensation expense related to RSU grants made in the current quarter, costs related to the operations of Timios, WAVE, Solectrac & US Hybrid acquisitions which were completed in the current year and increased compensation, payroll tax & benefit expense related to increased headcount to build out the company’s operations and recruiting costs.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Selling, general and administrative expenses for the nine months ended September 30, 2021 were $53.7 million as compared to $20.2 million for the same period in 2020, an increase of $33.5 million, or almost 166%. The increase was principally due to costs related to the operations of Timios, WAVE, Solectrac & US Hybrid acquisitions completed in the current year, Stock Based Compensation expense related to RSU grants made in the third quarter 2021, and compensation, payroll tax & benefit expense due to increased headcount related to building out the company’s operations and related recruiting costs.

Research and development expense

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Research and development expense was $0.2 million in the three months ended September 30, 2021 as compared to $1.3 million million for the three months ended September 30, 2020 a decrease of $1.1 million. The expense for the prior period included costs related to research into EV trucks, there was no expense research related to EV trucks in the current quarter. Expense in the current quarter was primarily incurred in connection with EV motorbikes in Malaysia and research and development activities in Wave and Solectrac.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Research and development expense was $0.4 million in the nine months ended September 30, 2021, as compared to $1.3 million for the nine months ended September 30, 2020 a decrease of $0.9 million. The expense for the prior year included costs related to research into EV trucks, there was no expense research related to EV trucks in the current year. Expense in the current period was primarily incurred in connection with EV motorbikes in Malaysia. and research and development activities in Wave and Solectrac.

Professional fees

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Professional fees for the three months ended September 30, 2021 were $9.4 million as compared to $4.0 million for the same period in 2020, an increase of $5.4 million. The increase was related to a transaction fee incurred for advice on the contemplated acquisition of Via Motors, advice related to acquisition related activity and patents, fees for general corporate related activity and advice related to Intellectual Property.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Professional fees for the nine months ended September 30, 2021 were $22.0 million as compared to $8.1 million for the same period in 2020, an increase of $13.9 million. The increase in legal fees was related to advice on mergers and acquisitions, general corporate advice and responding to regulatory inquiries due primarily to costs associated with mergers and acquisitions activity including a transaction fee incurred for advice on the contemplated acquisition of Via Motors, due diligence reviews and work related to the integration of acquired businesses and advice related to Intellectual Property.

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Impairment losses

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

In the three months ended September 30, 2021, the Company recorded impairment losses of $21.0 million as the Company decided to fully impair a cost method investment, which is decided to take step to wind up the business by voluntarily liquidation.

In the three months ended September 30, 2020, the Company recorded an impairment loss of $3.2 million related to Fintech Village assets after performing an impairment analysis..

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

For the nine months ended September 30, 2021, the Company recorded an impairment loss of $21.0 million as the Company decided to fully impair a cost method investment.

For the nine months ended September 30, 2020, the Company recorded an impairment loss of $3.2 million related to Fintech Village assets because the Company decided not to continue the development of Fintech Village, an impairment loss of $1.0 million related to the DBOT right of use assets and $5.9 million related to the New York headquarters’ right of use assets, leasehold improvement and fixed assets because the Company decided to cease use the office and vacated the space subsequently. The Company also recorded an impairment loss of $0.3 million related to another current asset.

Change in fair value of contingent consideration, net

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

The change in fair value of contingent consideration, net was $5.1 million for the three months ended September 30, 2021 represents the remeasurement of the contingent consideration payable to Tree Technology shareholders.

The change in fair value of contingent consideration, net was $4.2 million for the three months ended September 30, 2020 represents the remeasurement of the contingent consideration payable to Tree Technology shareholders.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

The change in fair value of contingent consideration, net was $7.0 million for the nine months ended September 30, 2021 represents the remeasurement of the contingent consideration payable to the Tree Technology shareholders.

The change in fair value of contingent consideration, net was $2.9 million for the nine months ended September 30, 2020 represents the remeasurement loss of $1.5 million of the contingent consideration payable to the former DBOT shareholder and remeasurement gain of $4.4 million of the contingent consideration payable to the Tree Technology shareholders.

Litigation settlement

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

There were no litigation settlement expenses recorded for the three months ended September 30, 2021, and 2020, respectively.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

The Company recorded a $5.0 million litigation settlement as a result of the agreement reached by both parties on the mediation in April, 2021. There were no such litigation settlements in the nine months ended September 30, 2020.

Depreciation and amortization

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Depreciation and amortization for the three months ended September 30, 2021 was $1.7 million as compared to $0.7 million for the same period in 2020, an increase of $1.0 million. The increase was mainly due to the increase in amortization expense recorded by Timios, WAVE, Solectrac and US Hybrid, which were acquired in the first half year of 2021.

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Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Depreciation and amortization for the nine months ended September 30, 2021 was $4.4 million as compared to $1.7 million for the same period in 2020, an increase of $2.8 million. The increase was mainly due to the increase in amortization expense recorded by Timios and WAVE, which were acquired in the first half year of 2021.

Interest expense, net

The following table summarizes the breakdown of the interest income (expense) (in thousands):


	Three Months Ended				Nine months ended
	September 30, 2021		September 30, 2020		September 30, 2021		September 30, 2020
Interest, net	$	109	$	(289)	$	(871)	$	(887)
Amortization of discount	—		(1,725)		—		(13,174)
Total	$	109	$	(2,014)	$	(871)	$	(14,061)

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Interest expense decreased $2.1 million to a $0.1 million gain for the three months ended September 30, 2021, from $2.0 million during the same period of 2020. The interest income during 2021 mainly represents the income earned from the notes receivable, The interest expense during 2020 was primarily related to the beneficial conversion feature of convertible debt that were either converted or repaid in 2020 with a resulting decrease in interest expense.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Interest expense decreased $13.2 million to $0.9 million for the nine months ended September 30, 2021, from $14.1 million during the same period of 2020. The interest expense during 2020 was primarily related to the beneficial conversion feature of convertible debt that were either converted or repaid in 2020 with a resulting decrease in interest expense.

Loss on disposal of subsidiaries, net

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Loss on disposal of subsidiaries, net represents the loss incurred on the sale of Grapevine and the estimated costs to sell Fintech Village.

Conversion expense

Conversion expense of $2.3 million for the nine months ended September 30, 2020 represents the expense recognized as a result of the reduction of conversion price to induce the conversion of the convertible notes from related parties.There were no such conversions in the three months ended September 30, 2020.

There were no such conversions in the three and nine months ended September 30, 2021.

Gain on remeasurement of investment

Gain on remeasurement of investment of $— million and $2.9 million in the three and nine months ended September 30, 2021 resulted from remeasuring the Company's investment in Solectrac to its fair value of the date the Company obtained the remainder of the Solectrac shares outstanding and commenced consolidating Solectrac.

There were no such remeasurements in the three and nine months ended September 30, 2020.

Other income, net

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Other income (expense), net has decreased $5.3 million to $— million for the three months ended September 30, 2021 from $5.3 million million during the same period of 2020 mainly due to that the Company reached agreement with landlord to

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terminate its New York City headquarters lease at 55 Broadway and recorded a one-time gain of $4.9 million in the three months ended September 30 2020.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Other income (expense), net has decreased $5.6 million to $0.7 million for the nine months ended September 30, 2021 from 6.3 million during the same period of 2020 mainly due to that the Company reached agreement with landlord to terminate its New York City headquarters lease at 55 Broadway and recorded a one-time gain of $4.9 million in the three months ended September 30 2020.

Income tax (expense) benefit

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

During the three months ended September 30, 2021, the income tax expense of $0.8 million is mainly due to deferred state income tax benefits $0.6 million of one time from Timios impairment.

During the three months ended September 30, 2020, the 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.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

During the nine months ended September 30, 2021, the income tax benefit of $9.7 million is mainly due to $9.1 million of one-time benefits relating to acquisitions and net state income expense $0.6 million for recently acquired entities.

During the nine months ended September 30, 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. The Company had established a 100.0% 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.

Equity in loss of equity method investees

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Equity in loss of equity method investees increased $0.8 million to $0.8 million for the three months ended September 30, 2021 from $7,000 during the same period of 2020. The increase is due to the equity in the losses of Solectrac, Energica and FNL.

Nine months ended September 30, 2021 as compared to the nine months ended September 30, 2020

Equity in loss of equity method investees increased $1.5 million to $1.5 million for the nine months ended September 30, 2021 from $8,000 during the same period of 2020. The increase is due to the equity in the losses of Solectrac, Energica and FNL.

Deemed dividend related to warrant repricing

Deemed dividend related to warrant repricing of $0.2 million for nine months ended September 30, 2020 resulted from the reduction of the exercise prices of warrants issued in connection with convertible promissory notes. There is no repricings in the three months ended September 30, 2020.

There were no such repricings in the three and nine months ended September 30, 2021.

Net loss attributable to non-controlling interest

Three months ended September 30, 2021 as compared to the three months ended September 30, 2020

Net loss attributable to non-controlling interests was $0.2 million for the three months ended September 30, 2021 compared to a net loss of $0.4 million in the same period in 2020. The increase is primarily due to the increase in loss of our investment with Tree Technologies, partially offset by the decrease in loss of iUnicorn.

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Net loss attributable to non-controlling interests was $0.6 million for the nine months ended September 30, 2021 compared to a net loss of $0.7 million in the same period in 2020. The increase is primarily due to the increase in loss of our investment with Tree Technologies, partially offset by the decrease in loss of iUnicorn.

Liquidity and Capital Resources

As of September 30, 2021, the Company had cash of $256.9 million. Approximately $30.5 million was held in accounts outside of the United States, primarily in Hong Kong and the PRC.

Due to the strict regulations governing the transfer of funds held in the PRC to other jurisdictions, the Company does not consider funds held in its PRC entities to be available to fund operations and investment outside of the PRC and consequently does not include them when evaluating the liquidity needs of its businesses operating outside of the PRC.

Timios holds various regulatory licenses related to its business as a title insurance agency and is required to hold a minimum cash balance of $2.0 million. As a broker-dealer, DBOT has minimum capital requirements. DBOT had cash of $0.2 million as of September 30, 2021, which was necessary for DBOT to meet its minimum capital requirements. The Company consolidates a 51.0% owned investment in an entity which is based in Singapore. This entity had cash of $0.2 million as of September 30, 2021. The agreement of the Company’s partner in this entity is required prior to disbursement of this entity’s funds for certain defined expenditures.

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


	Nine Months Ended
	September 30, 2021		September 30, 2020
Net cash used in operating activities	$	(42,238)	$	(21,918)
Net cash used in investing activities	(191,787)		(486)
Net cash provided by financing activities	325,291		45,737
Effect of exchange rate changes on cash	(100)		1,639
Net increase in cash and cash equivalents	91,166		24,972
Cash and cash equivalents at beginning of period	165,764		2,633
Cash and cash equivalents at end of period	$	256,930	$	27,605

Operating Activities

Cash used in operating activities was $(42.2) million for the nine months ended September 30, 2021 as compared to cash used in operating activities of $(21.9) million in the same period in 2020. This was primarily due to: (1) a reduction in net loss to $(65.1) million in the current period as compared to a net loss of $(47.8) million in the same period of 2020, (2) total non-cash adjustments resulted in a decrease to net loss of $27.6 million and $29.3 million for the nine months ended September 30, 2021 and 2020, respectively; and (3) total changes in operating assets and liabilities resulted in $(4.7) million and $(3.4) million in cash used in operating activities for the nine months ended September 30, 2021 and 2020, respectively.

Investing Activities

Cash used in investing activities was $(191.8) million for the nine months ended September 30, 2021, which was primarily due to expenditures incurred for the acquisitions of Timios, WAVE, Solectrac and US Hybrid, the investments in Energica, TM2, Via Motor, MDI fund and FNL and the acquisition of the convertible notes with Silk EV and Via Motor. Cash used in investing activities was $(0.5) million for the nine months ended September 30, 2020, which was primarily due to the Company entering into two notes receivable of $1.9 million and receipt one of the note repayments of $1.5 million.

Financing Activities

In the nine months ended September 30, 2021, the Company received $325.3 million from financing activities versus $45.7 million in the same period in the prior year. The issuance of convertible notes generated $220.0 million in the current period as compared to $2.0 million in the same period of 2020. The exercise of warrants and stock options and issuance of common stock generated $185.3 million as compared to $39.1 million in the same period of 2020. In the period ended September 30, 2021, the Company made a repayment of $(80.0) million to settle a convertible note. In the period ended September 30, 2020 the Company received $7.1 million from a non-controlling shareholders contribution and made a repayment of $(3.0) million to a related party and received a loan of $0.5 million from the Small Business Paycheck Protection Program.

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The Company expects to continue to raise both equity and debt finance to support the Company’s investment plans and 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 holds interests in investments accounted for under the equity method of accounting. The Company does not control these investments and therefore does not consolidate them.

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.

Seasonality

The Company expects that orders and sales in its Ideanomics Mobility business unit 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 operating businesses are in the early stage of their development and consequently do not have sufficient trading histories to project seasonal buying patterns with any degree of confidence.

Orders and sales in our Ideanomics Capital business unit will principally be influenced by changes in interest rates and the resulting impact on in the U.S. housing market particularly as it relates to purchases of homes and the refinancing of existing mortgages which are central to our Timios business.

OUTLOOK

The Company has two distinct business units, Ideanomics Mobility and Ideanomics Capital. Each is focused on the growth opportunity, fueled by technological and legislative disruption, taking place in the automotive, energy, and financial services industries. The Company believes these two business units provide an opportunity for the Company to benefit from the value creation that can be achieved in the short, medium, and long term through establishing competitive products and services which can enable the capture of market share sufficient to sustain profitable operations.

The Company anticipates making continued investments in both the Ideanomics Mobility and Ideanomics Capital business units.

IDEANOMICS MOBILITY

The transition to BEV & FCEV, driven by global air quality goals and supported through government incentives and subsidies, is underpinned by favorable Total Cost of Ownership (TCO) for EV vehicles when compared to existing internal combustion engine (ICE) vehicles and continues to provide favorable market conditions for Ideanomics Mobility.

The Company’s electric vehicle (EV) and technology acquisitions during 2021 have created the foundation for the development of a vertically integrated commercial EV company. The Company is currently reviewing the intellectual property (IP) across the organization with a view to consolidating its patent portfolio. This targeted approach will enable Ideanomics to both identify gaps in its product and service offerings, as well as develop relationships with third parties to leverage commercial opportunities across the Company’s IP portfolio.

By combining leading EV technologies, products, knowledge, and capabilities across the Company’s product verticals, Ideanomics can rapidly develop unique sustainable mobility solutions in both the off-highway and on-highway commercial vehicle markets. These include the provision of vehicles, energy systems, charging infrastructure, data management platforms, and associated financing programs. This provides the Company with the capability to assist commercial fleet operators of internal combustion engine (ICE) vehicles to transition with confidence to Battery Electric Vehicles (BEV) and Fuel Cell Electric Vehicles (FCEV) and meet their zero emission objectives.

By choosing the integrated platform approach from Ideanomics Mobility, the commercial fleet operator benefits from a single source solution that supports all aspects of the transition to EV, from early-stage requirements analysis, charging infrastructure specification and installation, vehicle procurement and deployment, training, operationalization management services, and financing.

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To support the cost of transition from fossil fuels to BEV and FCEV, Ideanomics Vehicle-as-a-Service (VaaS) and Charging-as-a-Service (CaaS) financing programs offer fleet operators the necessary financial and management support to confidently migrate from traditional CapEx models to an OpEx model, releasing capital to support traditional business growth and have the simplicity, predictability, and certainty of a monthly subscription which covers all aspects of EV fleet operations. These programs also have the added advantage of providing Ideanomics with predictable recurring revenues.

To support the Company’s operations, it has recently executed a lease on an approximately 48,000 square foot facility in New Jersey, which will serve as a center of excellence for Ideanomics Mobility and zero emission vehicles, promoting education and advocacy of electric and hydrogen powered vehicles to commercial fleet operators. Anticipated to come online in 2022, the facility will showcase the Company’s Mobility products and services and serve as a regional support center on the East Coast of the United States for Ideanomics Mobility’s operating businesses’ activities in North America.

To support further geographical expansion, the Company is exploring a strategic relationship with a Europe-based industrialization partner to accelerate new product introduction and enable Ideanomics Mobility to expedite its expansion into important European markets.

At the operating business level, further investment is planned to support continuous technology and product development and the associated manufacturing and assembly expansion to support increasing demand and revenue achievement.

The global supply chain slowdowns and shipping container shortages continue to present challenges at each of the operating companies within the Ideanomics Mobility business unit.

VIA Motors (“VIA”)

The Company anticipates that its agreement to purchase VIA will close in the first quarter of 2022 and is subject to a shareholder vote for approval thereof.

With the acquisition of VIA, Ideanomics will acquire a business which has developed a unique commercial battery electric skateboard architecture in the high-growth Class 2 to 5 local and last mile delivery market segment. The skateboard architecture provides opportunity to customize the vehicle configuration in van or cab/chassis to meet specific customer needs. VIA is well advanced in the development and validation of the product and with the support of Ideanomics will transition to volume manufacturing by 2023.

Energica Motor Company (“Energica”)

During the first half of 2021 the Company took a minority ownership position in Energica Motor Company, a leading manufacturer of high-performance electric motorbikes with a global distributor network in development. The Company has since launched a tender offer to acquire the outstanding publicly traded shares of Energica that it does not already own, as well as a portion of the shares of management and affiliates. The acquisition of Energica will greatly strengthen the Company’s competitive position in the motorcycle market globally and bring the Company expertise in battery technology, powertrain, and telematics, which are core competitive advantages. The Company’s intent is to support Energica with its continued global expansion, the introduction of new models, and the expansion of its manufacturing and assembly facilities, as well as developing the application of its core technology to other noncompeting market sectors within the Ideanomics Mobility business unit and externally to other industrial applications.

Ideanomics China

The Company's operations in China continue to develop the business, selling ride hailing vehicles and EV batteries, and has recently executed on orders which have expanded its activities to include electric vans, trucks, and buses. A market has developed for used commercial EVs in China, which the Company has established operations to take advantage of. The China business is in discussions with major customers and OEMs to integrate and deploy WAVE technology in China and is working to develop ancillary financial products to make purchasing of commercial EVs simpler for fleet operators. The Company’s supply chain operations in China have helped alleviate some of the difficult current market conditions for electronic components to the benefit of its other operating companies.

Tree Technologies (“Treeletrik”)

Treeletrik has collaborated with Energica on the development of a new range of low power electric motorcycles which are anticipated for introduction to market in 2022. The development of the next generation of Treeletrik branded motorbikes will enable Treeletrik to remain competitive and leverages Energica’s technology and know-how; translated to the lower power

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commuter and delivery bike market segment which Treeletrik markets its products to. This technical collaboration demonstrates the synergistic nature of the Ideanomics Mobility operations, and the ability to leverage and apply IP, technology, and expertise to improve the Company’s products.

The contract with PSE for the purchase of 200,000 motorcycles is not progressing on the originally anticipated time scale, due to pandemic restrictions and the progress and performance of PSE in areas including local homologation. The Company is evaluating alternatives to fulfilling the order, including but not limited to establishing dealerships in Indonesia, Philippines, and Thailand starting in 2022 to directly enter these markets and take advantage of the opportunity surrounding the dependence on two and three-wheeled low-cost transportation in the region.

Treeletrik has been subjected to continuous rolling lockdowns in 2021 due to the COVID-19 pandemic. This has restricted the supply chain and ability to export products within the ASEAN region. The Company anticipates this situation to continue until such time as vaccination rates increase in Malaysia and surrounding countries.

Solectrac

The Company completed the acquisition of Solectrac, a California-based maker and distributor of electric powered tractors, in Q2 of 2021. Since acquisition the Company has invested in assimilating the business and has made investments in engineering, supply chain management, and operational leadership to scale the business.

The next stage of product development has been initiated, focused on ergonomic and application improvements, system upgrades the introduction of a range of Solectrac-compatible farming implements, and a re-styling exercise to strengthen Solectrac’s physical branding. To that end, Solectrac recently launched its E70N tractor, which is focused on vineyards and hobby farms.

A lease on a new facility, in proximity to the current facility, has been agreed to expand its manufacturing and assembly capacity to meet anticipated market demand. Solectrac has engaged the services a leading, global, automotive consultancy to design and implement a scalable and compliant manufacturing operation.

To support its growth objectives, Solectrac has commenced the development of a North American dealer and distribution network, which will help it in the marketing, distribution, sales, and servicing of its products and services.

US Hybrid

In Q2 of 2021, the Company completed the acquisition of US Hybrid, a California-based low and zero emission engineering and vehicle integration business which also manufactures Hydrogen fuel cells and power electronics for electric and hydrogen powered vehicles. Since the acquisition, the Company has invested in assimilating the business and has made investments in people and operations to help scale the business, which includes a lease on a new facility in Torrance, CA to expand its manufacturing and assembly capacity to meet the anticipated market demand.

Additionally, the Company is working with US Hybrid to further develop the resources required to expand its hydrogen fuel cell manufacturing subsidiary to meet the anticipated demand for hydrogen powered vehicles.

US Hybrid will continue to provide engineering services, fuel cells, power electronics, systems, and components, and associated vehicle integration services to both external customers and to internal companies within Ideanomics Mobility. US Hybrid will serve as a research and development resource across Ideanomics Mobility for BEV and FCEV.

WAVE

Since the acquisition of WAVE in January 2021, the Company has continued investment in facilities and resources to meet the anticipated demand for WAVE’s high power inductive wireless charging products. WAVE has continued to develop its high-powered induction capabilities beyond 250kW, successfully delivering systems at 125kW and 500kW, and is working with the U.S. Department of Energy and Paccar’s Kenworth division on a 1-Megawatt system for heavy trucking applications that is due for delivery in 2022. To support widespread adoption, WAVE is developing relationships with additional OEM partners to facilitate the integration of its vehicle-side hardware.

Over the next 12 months the Company will support WAVE with supply chain development and quality initiatives, cost reductions, and increased manufacturing and assembly capacity to improve production capabilities in response to market

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demand. To support its expansion plans, WAVE is adapting its products to meet the varying power requirements and standards for Europe and Asia.

Medici Motor Works (“Medici”)

Medici has taken a project approach, working with established OEMs in the bus and specialty vehicle markets to meet the zero emission needs of commercial fleet operators. The evaluation and application of Ideanomics IP and technologies to select OEM products is intended to provide differentiated product and service offerings for both off and on highway mobility.

Prettl Electronics Automotive (“PEA”)

In July of 2021, Ideanomics made a strategic minority investment in PEA to include exclusive sales and distribution rights of PEA charging and infrastructure products in North America. PEA is currently conducting in-field testing of its European products with partners in that region, and is planning to launch its North American products, to be assembled and certified in the U.S., during 2022.

IDEANOMICS CAPITAL

Financial technology (Fintech) continues to provide opportunities which could generate high rates of return through the deployment of technology to disrupt existing business models.

Timios Holdings, Inc. (“Timios”)

The Company’s acquisition of Timios in the first quarter of 2021 marks the first entrance into the real estate title agency and closing market. Management believes that through deployment of advanced technology and complimentary acquisitions it can increase Timios’ value. Timios experienced a Cybersecurity incident on July 27, 2021, and, as a consequence of the incident, there was a material reduction in the number of daily orders and revenue. The number of daily orders is recovering, however it is too early to predict when, and if, orders and revenue will return to pre-incident levels.

Delaware Board of Trade (“DBOT”) now known as JUSTLY

In recent months, the Company has restructured and relaunched its DBOT business as JUSTLY, a FINRA-registered broker dealer destination for ESG and thematic investments. The Company has hired an entirely new management team of experienced capital markets and regulatory professionals, implementing new systems for JUSTLY to leverage its new business model as a destination for crowdfunding as well as other associated offerings.

Other Ideanomics Capital Initiatives

The Company’s Ideanomics Capital business unit is providing the resources and expertise for the development of the financing programs which will underpin sales and revenues of Ideanomics Mobility. We call these financing programs Charging-as-a-Service (CaaS) and Vehicle-as-a-Service (VaaS), as part of our Ideanomics Mobility offering to commercial fleet operators.

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. We have made, and expect to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. We may also incur fines and penalties from time to time associated with noncompliance with such laws and regulations.

New Accounting Pronouncements

Information regarding new accounting pronouncements is included in Note 2 to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10Q.

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.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of September 30, 2021 that our disclosure controls and procedures were not effective.

We identified material weaknesses in our internal controls over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis. The matters involving internal controls and procedures that our management considered to be material weaknesses were:

•The design and implementation of internal controls over the review of management’s inputs into valuation models and associated valuation outputs from third party valuation specialists.

•The design and implementation of internal controls over the revenue recognition process, specifically the failure to properly evaluate whether the Company was to be considered the principal or the agent in contracts with customers.

•There is a lack of sufficient personnel in accounting and financial reporting functions with sufficient experience and expertise with respect to the application of U.S. GAAP and SEC disclosure requirements.

•Operating effectiveness of internal controls to identify and evaluate the accounting implications of non-routine transactions.

These material weaknesses, individually or in the aggregate, could result in misstatements of accounts or disclosures that would each result in a material misstatement of the interim or annual Consolidated Financial Statements that would not be prevented or detected.

Notwithstanding the conclusion by our management that our disclosure controls and procedures as of June 30, 2021 were not effective, and notwithstanding the material weaknesses in our internal control over financial reporting, management believes that the condensed consolidated financial statements and related financial information included in this Quarterly Report on Form 10‑Q/A fairly present in all material respects our financial position, results of operations and cash flows as of and for the dates presented, and for the periods ended on such dates, in conformity with US GAAP.

Our evaluation excluded Timios, WAVE, Solectrac and US Hybrid which were acquired in the nine months ended September 30, 2021. As of and for the nine months ended September 30, 2021, Timios represented 7.5% of total assets and 71.1% of revenue, WAVE represented 11.5% of total assets and 6.0% of revenue, Solectrac represented 4.8% of total assets and 0.5% of revenue, and US Hybrid represented 9.8% of total assets and 1.8% of revenue. In accordance with guidance issued by the SEC, we expect to exclude the acquisitions from our assessment of internal controls over financial reporting during the first year following the acquisition.

Changes in Internal Control Over Financial Reporting

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There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2021, 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.

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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 Condensed 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 2020 Form 10-K which could materially affect the Company’s business, financial condition or future results. The risks described in the 2020 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.

Risks Related to the Restatement of our Prior Period Condensed Consolidated Financial Statements and Material Weaknesses in our Internal Control

We have restated our condensed consolidated financial statements for several prior periods, which has affected and may continue to affect investor confidence, our stock price, our ability to raise capital in the future, and our reputation with our customers, which may result in stockholder litigation and may reduce customer confidence in our ability to complete new opportunities.

We have restated our Quarterly Report on Form 10-Q as of and for the periods ended March 31, 2021 and June 30, 2021. The restatement of our prior condensed consolidated financial statements primarily reflects the correction of certain errors, which resulted from an incorrect application of US GAAP, as described in more detail elsewhere in the Quarterly Report on Form 10-Q/A for the periods ended March 31, 2021 and June 30, 2021. Such restatement may have the effect of eroding investor confidence in the Company and our financial reporting and accounting practices and processes, and may negatively impact the trading price of our common stock, may result in stockholder litigation, may make it more difficult for us to raise capital on acceptable terms, if at all, and may negatively impact our reputation with our customers and cause customers to place new orders with other companies.

We have identified material weaknesses in our internal control over financial reporting, which, did and could continue to, if not remediated, adversely affect our ability to report our financial condition and results of operations in a timely and accurate manner.

We have concluded that our internal control over financial reporting was not effective as of September 30, 2021 due to the existence of material weaknesses in such controls, and we have also concluded that our disclosure controls and procedures were not effective as of September 30, 2021 due to material weaknesses in our internal control over financial reporting, all as described in Part I, Item 4, “Controls and Procedures” of this Quarterly Report on Form 10-Q. Although we have initiated remediation measures to address the identified weaknesses, we cannot provide assurance that our remediation efforts will be adequate to allow us to conclude that such controls will be effective in the future. We also cannot assure you that additional material weaknesses in our internal control over financial reporting will not arise or be identified in the future.

We intend to continue our remediation activities and to continue to improve our overall control environment and our operational and financial systems and infrastructure, as well as to continue to train, retain and manage our personnel who are essential to effective internal control. In doing so, we will continue to incur expenses and expend management’s time on compliance-related issues. However, we cannot ensure that the steps that we have taken or will take will successfully remediate the errors. If we are unable to successfully complete our remediation efforts or favorably assess the effectiveness of our internal control over financial reporting, our operating results, financial position, ability to accurately report our financial results and timely file our SEC reports, and our stock price could be adversely affected.

Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected and corrected on a timely basis, or at all. If we are unable to provide reliable and timely financial reports in the future, our business and reputation may be further harmed. Restated financial statements and failures in internal control may also cause us to fail to meet reporting obligations, negatively affect investor and customer confidence in our management and the accuracy of our financial statements and disclosures, result in events of default under our banking agreements, or result in adverse publicity and concerns from investors and customers, any of which could have a negative effect on the price of our common stock, subject us to regulatory investigations and penalties or additional stockholder litigation, and have a material adverse impact on our business and financial condition.

Risks Related to Our Information Technology Systems and Cyber-Security

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Defects or disruptions in our technology or services could diminish demand for our products and services and subject us to liability.

Because our technology, products and services are complex and use or incorporate a variety of computer hardware, software and databases, both developed in-house and acquired from third-party vendors, our technology, products and services may have errors or defects. Errors and defects could result in unanticipated downtime or failure and could cause financial loss and harm to our reputation and our business. We have from time to time found defects and errors in our technology, products and service and defects and errors in our technology, products or services may be detected in the future. In addition, our customers may use our technology, products and services in unanticipated ways that may cause a disruption for other customers. As we acquire companies, we may encounter difficulty in incorporating the acquired technologies, products and services, and maintaining the quality standards that are consistent with our technology, products and services. Since our customers use our technology, products and services for important aspects of their businesses and for financial transactions, any errors, defects, or disruptions in such technology, products and services or other performance problems with our technology, products and services could subject our customers to financial loss and hurt our reputation.

Our platform functions on software that is highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our software code may only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business and financial results.

We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

We have previously experienced, and may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our application is unavailable when customers attempt to access it or it does not load as quickly as they expect, customers may seek other services.

Malicious cyber-attacks and other adverse events affecting our operational systems or infrastructure, or those of third parties, could disrupt our businesses, result in the disclosure of confidential information, damage our reputation and cause losses or regulatory penalties.

Developing and maintaining our operational systems and infrastructure are challenging, particularly as a result of us and our clients entering into new businesses, jurisdictions and regulatory regimes, rapidly evolving legal and regulatory requirements and technological shifts. Our financial, accounting, data processing or other operating and compliance systems and facilities may fail to operate properly or become disabled as a result of events that are wholly or partially beyond our control, including malicious cyber-attack or other adverse events, which may adversely affect our ability to process these transactions or provide services or products.

In addition, our operations rely on the secure processing, storage and transmission of confidential and other information on our computer systems and networks. Although we take protective measures, such as software programs, firewalls and similar technology, to maintain the confidentiality, integrity and availability of our and our customers’ information, and endeavor to modify these protective measures as circumstances warrant, the nature of cyber threats continues to evolve. As a result, our computer systems, software and networks may be vulnerable to unauthorized access, loss or destruction of data (including confidential customer information), account takeovers, unavailability or disruption of service, computer viruses, acts of vandalism, or other malicious code, ransomware, hacking, phishing and other cyber-attacks and other adverse events that could have an adverse security impact. Despite the defensive measures we have taken, these threats may come from external forces, such as governments, nation-state actors, organized crime, hackers, and other third parties, including outsource or infrastructure-support providers and application developers, or may originate internally from within us. Given the high volume of transactions, certain errors may be repeated or compounded before they are discovered and rectified.

We also face the risk of operational disruption, failure, termination or capacity constraints of any of the third parties that facilitate our business activities, including vendors, customers, counterparties, exchanges, clearing agents, clearinghouses or other financial intermediaries. Such parties could also be the source of a cyber-attack on or breach of our operational systems, network, data or infrastructure.

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There have been an increasing number of ransomware, hacking, phishing and other cyber-attacks in recent years in various industries, including ours, and cyber-security risk management has been the subject of increasing focus by our regulators. Like other companies, we have on occasion experienced, and may continue to experience, threats to our systems, including viruses, phishing and other cyber-attacks. The number and complexity of these threats continue to increase over time. The techniques used in these attacks are increasingly sophisticated, change frequently and are often not recognized until launched. If one or more cyber-attacks occur, it could potentially jeopardize the confidential, proprietary and other information processed and stored in, and transmitted through, our computer systems and networks, or otherwise cause interruptions or malfunctions in our, as well as our customers’ or other third parties’ operations, which could result in reputational damage, financial losses, customer dissatisfaction and/or regulatory penalties, which may not in all cases by covered by insurance. If an actual, threatened or perceived cyber-attack or breach of our security occurs, our clients could lose confidence in our platforms and solutions, security measures and reliability, which would materially harm our ability to retain existing clients and gain new clients. As a result of any such attack or breach, we may be required to expend significant resources to repair system, network or infrastructure damage and to protect against the threat of future cyber-attacks or security breaches. We could also face litigation or other claims from impacted individuals as well as substantial regulatory sanctions or fines.

The extent of a particular cyber- attack and the steps that we may need to take to investigate the attack may not be immediately clear, and it may take a significant amount of time before such an investigation can be completed and full and reliable information about the attack is known. While such an investigation is ongoing, we may not necessarily know the full extent of the harm caused by the cyber-attack, and any resulting damage may continue to spread. Furthermore, it may not be clear how best to contain and remediate the harm caused by the cyber-attack, and certain errors or actions could be repeated or compounded before they are discovered and remediated. Any or all of these factors could further increase the costs and consequences of a cyber-attack.

Our regulators in recent years have increased their examination and enforcement focus on all matters of our businesses, especially matters relating to cyber-security threats, including the assessment of firms’ vulnerability to cyber-attacks. In particular, regulatory concerns have been raised about firms establishing effective cyber-security governance and risk management policies, practices and procedures that enable the identification of risks, testing and monitoring of the effectiveness of such procedures and adaptation to address any weaknesses; protecting firm networks and information; data loss prevention, identifying and addressing risk associated with remote access to client information and fund transfer requests; identifying and addressing risks associated with customers business partners, counterparties, vendors, and other third parties, including exchanges and clearing organizations; preventing and detecting unauthorized access or activities; adopting effective mitigation and business continuity plans to timely and effectively address the impact of cyber-security breaches; and establishing protocols for reporting cyber-security incidents. As we enter new jurisdictions or different product area verticals, we may be subject to new areas of risk or to cyber-attacks in areas in which we have less familiarity and tools. A technological breakdown could also interfere with our ability to comply with financial reporting requirements. The SEC has issued guidance stating that, as a public company, we are expected to have controls and procedures that relate to cybersecurity disclosure, and are required to disclose information relating to certain cyber-attacks or other information security breaches in disclosures required to be made under the federal securities laws. While any insurance that we may have that covers a specific cyber-security incident may help to prevent our realizing a significant loss from the incident, it would not protect us from the effects of adverse regulatory actions that may result from the incident or a finding that we had inadequate cyber-security controls, including the reputational harm that could result from such regulatory actions.

Additionally, data privacy is subject to frequently changing rules and regulations in countries where we do business. For example, the European Union adopted a new regulation that became effective in May 2018, the General Data Protection Regulation (“GDPR,”) which requires entities both in the European Economic Area and outside to comply with new regulations regarding the handling of personal data. We are also subject to certain U.S. federal and state laws governing the protection of personal data. These laws and regulations are increasing in complexity and number. In addition to the increased cost of compliance, our failure to successfully implement or comply with appropriate processes to adhere to the GDPR and other laws and regulations relating to personal data could result in substantial financial penalties for non-compliance, expose us to litigation risk and harm our reputation.

Risks Related to the Real Estates Services Industry

If adverse changes in the levels of real estate activity occur, the revenues of our Timios subsidiaries may decline.

Title insurance, settlement services, and appraisal revenue is closely related to the level of real estate activity, which includes, among other things, sales, mortgage financing and mortgage refinancing. The levels of real estate activity are primarily affected by the average price of real estate sales, the availability of funds to finance purchases and mortgage interest rates. Both the volume and the average price of residential real estate transactions have increased substantially in many parts of the country

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over the past year. Due to the unprecedented nature of activity, these trends are unlikely to continue at the same level in the long term.

We have found that residential real estate activity generally decreases in the following situations:

•Mortgage interest rates are high or increasing;

•Mortgage funding supply is limited; and

•The United States economy is weak, including high unemployment levels.

If there is a decline in the level of real estate activity or the average price of real estate sales may adversely affect our title insurance, settlement services, and appraisal management revenues. In 2020, the mortgage interest rate reached record lows increasing mortgage refinancing to the highest levels in history. In 2021, the mortgage interest rate has increased, which may negatively impact the amount of mortgage refinancing activity in comparison to 2020. Sales and mortgage financing remain elevated and the interest rate remains low in respect to historical averages. This activity may be adversely impacted if the economy does not continue to perform well, mortgage rates increase greatly, or lending institutions experience losses that prohibit their ability to lend. Our revenues in future periods will continue to be subject to these and other factors which are beyond our control and, as a result, are likely to fluctuate.

If financial institutions at which we hold escrow funds fail, it could have a material adverse impact on our company.

We hold customers’ assets in escrow at various financial institutions, pending completion of real estate transactions. These assets are maintained in segregated bank accounts. Failure of one or more of these financial institutions may lead us to become liable for the funds owed to third parties and there is no guarantee that we would recover all of the funds deposited, whether through Federal Deposit Insurance Corporation coverage or otherwise.

If we experience changes in the rate or severity of title insurance claims, it may adversely impact our ability to conduct business.

By their nature, claims are often complex, vary greatly in dollar amounts and are affected by economic and market conditions and the legal environment existing at the time of settlement of the claims. We are an underwritten title company, and if our claims exceed the threshold established by the title companies that underwrite the insurance we offer, it may be cause to have our appointments revoked and negatively impact our ability to conduct business.

Because our Timios subsidiary is dependent upon California for a substantial portion of our title insurance premiums, our business may be adversely affected by regulatory conditions in California.

California is the largest source of revenue for the title insurance industry and, in 2020, California-based premiums accounted for a substantial portion of the premiums earned by our Timios subsidiary. A significant part of our revenues and profitability are therefore subject to our operations in California and to the prevailing regulatory conditions in California. Adverse regulatory developments in California, which could include reductions in the maximum rates permitted to be charged, cost of employment regulations, inadequate rate increases or more fundamental changes in the design or implementation of the California title insurance regulatory framework, could have a material adverse effect on our results of operations and financial condition.

The title insurance business is highly competitive.

Competition in the title insurance and appraisal management industry is intense, particularly with respect to price, service and expertise. Business comes primarily by referral from real estate agents, lenders, developers and other settlement providers. The sources of business lead to a great deal of competition among title agents and appraisal management companies. There are numerous national companies and smaller companies at the regional and local levels. The smaller companies are an ever-present competitive risk in the regional and local markets where their business connections can give them a competitive edge. Although we are not aware of any current initiatives to reduce regulatory barriers to entering our industry, any such reduction could result in new competitors, including financial institutions, entering the title insurance business. From time to time, new entrants enter the marketplace with alternative products to traditional title insurance, although many of these alternative products have been disallowed by title insurance regulators. These alternative products, if permitted by regulators, could adversely affect our revenues and earnings. Competition among the major title insurance companies and any new entrants could lower our premium and fee revenues.

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Industry regulatory changes and scrutiny could adversely affect our ability to compete for or retain business or increase our cost of doing business.

The title insurance industry has recently been, and continues to be, under regulatory scrutiny in a number of states with respect to pricing practices, and alleged Real Estate Settlement Procedures Act violations and unlawful rebating practices. The regulatory environment could lead to industry-wide reductions in premium rates and escrow fees, the inability to get rate increases when necessary, as well as to changes that could adversely affect the Company’s ability to compete for or retain business or raise the costs of additional regulatory compliance. Further, if regulatory decrees delaying foreclosures are extended, it will continue to impact our ability to recognize revenue and profitability from our default title and settlement services department.

We may pursue opportunities that involve business, regulatory, legal or other complexities.

We may pursue unusually complex opportunities. This can often take the form of substantial business, regulatory or legal complexity. Our tolerance for complexity presents risks, as such contracts can be more difficult, expensive and time-consuming to execute; it can be more difficult to manage or realize value from the assets managed in such activity; and such activity sometimes entail a higher level of regulatory scrutiny or a greater risk of contingent liabilities. Any of these risks could harm the results of our operations.

Our business depends upon our ability to keep pace with the latest technological changes, and our failure to do so could make us less competitive in our industry.

The market for our products and services is characterized by rapid change and technological change, frequent new product innovations, changes in customer requirements and expectations and evolving industry standards. Products using new technologies or emerging industry standards could make our products and services less attractive. Failure to respond in a timely and cost-effective way to these technological developments may result in serious harm to our business and operating results. As a result, our success will depend, in part, on our ability to develop and market product and service offerings that respond in a timely manner to the technological advances available to our customers, evolving industry standards and changing preferences.

Rapid technological changes in our industry require timely and cost-effective responses. Our earnings may be adversely affected if we are unable to effectively use technology to increase productivity.

Technological advances occur rapidly in the title insurance industry as industry standards evolve and title insurers introduce new products and services. We believe that our future success depends on our ability to anticipate technological changes and to offer products and services that meet evolving standards on a timely and cost-effective basis. Successful implementation and customer acceptance of our technology-based services will be crucial to our future profitability. There is a risk that the introduction of new products and services, or advances in technology, could reduce the usefulness of our products and render them obsolete.

Risks Related to the Wireless Charging System Industry

The success of our business depends in large part on our ability to protect our proprietary information and technology and enforce our intellectual property rights against third parties.

We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We cannot assure you that any patents will issue with respect to our currently pending patent applications, in a manner that gives us the protection that we seek, if at all, or that any future patents issued to us will not be challenged, invalidated or circumvented. Our currently issued patents and any patents that may issue in the future with respect to pending or future patent applications may not provide sufficiently broad protection or they may not prove to be enforceable in actions against alleged infringers. Also, we cannot assure you that any future service mark registrations will be issued with respect to pending or future applications or that any registered service marks will be enforceable or provide adequate protection of our proprietary rights.

We endeavor to enter into agreements with our employees and contractors and agreements with parties with whom we do business to limit access to and disclosure of our proprietary information. We cannot be certain that the steps we have taken will prevent unauthorized use of our technology or the reverse engineering of our technology. Moreover, others may independently develop technologies that are competitive to ours or infringe our intellectual property. The enforcement of our intellectual

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property rights also depends on our legal actions against these infringers being successful, but we cannot be sure these actions will be successful, even when our rights have been infringed.

Further, effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our services are available over the Internet. In addition, the legal standards relating to the validity, enforceability and scope of protection of intellectual property rights in EV-related industries are uncertain and still evolving.

Changes to existing federal, state or international laws or regulations applicable to us could cause an erosion of our current competitive strengths.

Our business is subject to a variety of federal, state and international laws and regulations, including those with respect government incentives promoting fuel efficiency and alternate forms of energy, electric vehicles and others. These laws and regulations, and the interpretation or application of these laws and regulations, could change. Any reduction, elimination or discriminatory application of government subsidies and economic incentives because of policy changes, fiscal tightening or other reasons may result in diminished revenues from government sources and diminished demand for our products. In addition, new laws or regulations affecting our business could be enacted. These laws and regulations are frequently costly to comply with and may divert a significant portion of management’s attention. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business.

There are many federal, state and international laws that may affect our business, including measures to regulate EVs and charging systems. If we fail to comply with these applicable laws or regulations, we could be subject to significant liabilities which could adversely affect our business.

There are a number of significant matters under review and discussion with respect to government regulations which may affect business and/or harm our customers, and thereby adversely affect our business, financial condition and results of operations.

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 September 30, 2021, 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 September 30, 2021.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

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Item 6. Exhibits


Exhibit No.						Description
2.1						Agreement and Plan of Merger, dated August 30, 2021. by and among Ideanomics, Inc., Longboard Merger Corp., Via Motors International, Inc. and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2021).
3.1*						Amendment No. 3 to the Second Amended and Restated Bylaw, adopted November 10 , 2021.
10.1						Form of Voting and Support Agreement, dated August 30, 2021(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2021).
10.2						Secured Convertible Promissory Note issued by VIA Motors International, Inc. to Ideanomics, Inc. (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 3, 2021).
10.3*						Framework Agreement, dated September 15, 2021.
10.4*						Shareholders Agreement, dated September 15, 2021.
10.5*						Employment Agreement of Robin Mackie, dated as of August 29, 2021.
10.6						Controlled Equity Offering Sales Agreement by and between Ideanomics, Inc. and Cantor Fitzgerald & Co. dated as of August 12, 2021(incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on August 13, 2021).
10.7*						Subscription Agreement dated as of July 26, 2021, and entered into between the Company and the MDI Keeper’s Fund, L.P.
10.8*						Investment Agreement relating to PRETTL Electronics Automotive GmbH
10.9*						Shareholders’ Agreement relating to PRETTL Electronics Automotive GmbH
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

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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 November 22, 2021.

IDEANOMICS, INC.



By:			/s/ Conor McCarthy

			Conor McCarthy
			Chief Financial Officer
			(Principal Financial and Accounting Officer)