UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ______________, Individually and On Behalf Case No. DRAFT of All Others Similarly Situated, CLASS ACTION COMPLAINT FOR Plaintiff, VIOLATIONS OF THE FEDERAL SECURITIES LAWS v. IDEANOMICS, INC., ALFRED POOR, JURY TRIAL DEMANDED CARLA ZHOU, and CONOR MCCARTHY, Defendants. Plaintiff ____________ (“Plaintiff”), individually and on behalf of all others similarly situated, by and through his attorneys, alleges the following upon information and belief, except as to those allegations concerning Plaintiff, which are alleged upon personal knowledge. Plaintiff’s information and belief is based upon, among other things, his counsel’s investigation, which includes without limitation: (a) review and analysis of regulatory filings made by Ideanomics, Inc. (“Ideanomics” or the “Company”) with the United States (“U.S.”) Securities and Exchange Commission (“SEC”); (b) review and analysis of press releases and media reports issued by and disseminated by Ideanomics; and (c) review of other publicly available information concerning Ideanomics. NATURE OF THE ACTION AND OVERVIEW 1. This is a class action on behalf of persons and entities that purchased or otherwise acquired Ideanomics securities between August 14, 2019 and June 25, 2020, inclusive (the “Class Period”). Plaintiff pursues claims against the Defendants under the Securities Exchange Act of 1934 (the “Exchange Act”). 2. Ideanomics is a global services company that purportedly promotes the development, adoption and advancement of blockchain- and AI-based technologies, with a focus on industries undergoing significant technological change, such as financial services and clean energy vehicles. 3. On June 25, 2020, Hindenburg Research issued a series of tweet stating that Ideanomics “is an egregious & obvious fraud,” claiming that it had found evidence that the Company “doctored photos in its PR to suggest it owns/operates” a facility. Hindenburg further stated that it had an investigator who visited the Company’s “supposed MEG sales center” and that the “facility is actually operated by almost 100 sales groups” that had never heard of CLASS ACTION COMPLAINT 1 Ideanomics. Moreover, Hindenburg claimed that its investigator called five of the Company’s purported electric vehicle customers and that none were aware of Ideanomics, nor could they confirm doing business with the Company. 4. The same day, J Capital Research published a report about Ideanomics entitled “Champion of Promotes,” alleging that its investigators could not “establish that IDEX has a showroom in Qingdao, whence the contract announcements have been flowing.” The report corroborated Hindenburg’s findings that five of Ideanomics’ purported electric vehicle customers denied contracts with the Company and further alleged that certain transactions in late 2019 effectively caused Ideanomics to pay twice for the same asset. 5. On this news, the Company’s share price fell $0.65, or 21%, to close at $2.44 per share on June 25, 2020, on unusually heavy trading volume. 6. On June 26, 2020, Ideanomics denied the allegations, but Hindenburg tweeted that it had confirmed allegations “about Photoshopped images in the company’s press releases.” 7. On this news, the Company’s share price fell $0.98, or 40%, to close at $1.46 per share on June 26, 2020, on unusually heavy trading volume. 8. Throughout the Class Period, Defendants made materially false and/or misleading statements, as well as failed to disclose material adverse facts about the Company’s business, operations, and prospects. Specifically, Defendants failed to disclose to investors: (1) that the Company had effectively paid twice for its acquisition of Tree Technologies; (2) that Ideanomics did not own and operate a facility called MEG sales center; (3) that the Company had falsely touted certain sales deals between its purported MEG sales center and certain electric vehicle customers; and (4) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects were materially misleading and/or lacked a reasonable basis. CLASS ACTION COMPLAINT 2 9. As a result of Defendants’ wrongful acts and omissions, and the precipitous decline in the market value of the Company’s securities, Plaintiff and other Class members have suffered significant losses and damages. JURISDICTION AND VENUE 10. The claims asserted herein arise under Sections 10(b) and 20(a) of the Exchange Act (15 U.S.C. §§ 78j(b) and 78t(a)) and Rule 10b-5 promulgated thereunder by the SEC (17 C.F.R. § 240.10b-5). 11. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. § 1331 and Section 27 of the Exchange Act (15 U.S.C. § 78aa). 12. Venue is proper in this Judicial District pursuant to 28 U.S.C. § 1391(b) and Section 27 of the Exchange Act (15 U.S.C. § 78aa(c)). Substantial acts in furtherance of the alleged fraud or the effects of the fraud have occurred in this Judicial District. Many of the acts charged herein, including the dissemination of materially false and/or misleading information, occurred in substantial part in this Judicial District. In addition, the Company’s principal executive offices are located in this District. 13. In connection with the acts, transactions, and conduct alleged herein, Defendants directly and indirectly used the means and instrumentalities of interstate commerce, including the United States mail, interstate telephone communications, and the facilities of a national securities exchange. PARTIES 14. Plaintiff _________________, as set forth in the accompanying certification, incorporated by reference herein, purchased Ideanomics securities during the Class Period, and CLASS ACTION COMPLAINT 3 suffered damages as a result of the federal securities law violations and false and/or misleading statements and/or material omissions alleged herein. 15. Defendant Ideanomics is incorporated under the laws of Nevada with its principal executive offices located in New York, New York. Ideanomics’s shares trade on NASDAQ exchange under the symbol “IDEX.” 16. Defendant Alfred Poor (“Poor”) was the Company’s Chief Executive Officer (“CEO”) at all relevant times. 17. Defendant Carla Zhou (“Zhou”) was the Company’s Interim Chief Financial Officer (“CFO”) until September 3, 2019. 18. Defendant Conor McCarthy (“McCarthy”) has been the Company’s CFO since September 3, 2019. 19. Defendants Poor, Zhou, and McCarthy (collectively the “Individual Defendants”), because of their positions with the Company, possessed the power and authority to control the contents of the Company’s reports to the SEC, press releases and presentations to securities analysts, money and portfolio managers and institutional investors, i.e., the market. The Individual Defendants were provided with copies of the Company’s reports and press releases alleged herein to be misleading prior to, or shortly after, their issuance and had the ability and opportunity to prevent their issuance or cause them to be corrected. Because of their positions and access to material non-public information available to them, the Individual Defendants knew that the adverse facts specified herein had not been disclosed to, and were being concealed from, the public, and that the positive representations which were being made were then materially false and/or misleading. The Individual Defendants are liable for the false statements pleaded herein. CLASS ACTION COMPLAINT 4 SUBSTANTIVE ALLEGATIONS Background 20. Ideanomics is a global services company that purportedly promotes the development, adoption and advancement of blockchain- and AI-based technologies, with a focus on industries undergoing significant technological change, such as financial services and clean energy vehicles. Materially False and Misleading Statements Issued During the Class Period 21. The Class Period begins on August 14, 2019. On that day, Ideanomics filed its quarterly report on Form 10-Q with the SEC for the period ended June 30, 2019, in which it stated: Acquisition of Glory Connection Sdn. Bhd On July 18, 2019, the Company entered into an Acquisition Agreement (“Glory Agreement”) to purchase a 34% interest in Glory Connection Sdn. Bhd. (“Glory Connection”), a Malaysian Company, from its shareholder Beijing Financial Holding Limited, a Hong Kong registered company, for the consideration of 12,190,000 restricted common shares of Ideanomics (IDEX), representing US$24,380,000 at $2.00 per share. By way of this transaction, Ideanomics will own a least 18.70% stake of Tree Manufacturing Sdn. Bhd., a Malaysian Company engaged in the Electric Vehicle (EV) market and a leading EV participant in the ASEAN market. As part of this transaction, the Company was also granted an option to purchase 40% of interest in Bigfair Holdings Limited (“Bigfair”) from its shareholder Beijing Financial Holding Limited for an exercise price of $13,165,200 in the form of common shares of Ideanomics. Bigfair currently holds a 51% ownership stake in Glory Connection. After exercise of this option, the Company will increase its interest in Glory Connection and Tree Manufacturing Sdn. Bhd. to 54.4% and 29.92%, respectively. Termination of agreements with Tree Motion Effective on July 18, 2019, the Company has terminated its Acquisition Agreement with Tree Motion pursuant to which the Company was to acquire 51% of Tree Motion in exchange for 25,500,000 shares of the Company’s common stock at $2.00 per share. Further, the Company has terminated its Acquisition Agreement to acquire 11.22% of Tree Motion’s parent company, Tree Manufacturing Sdn. CLASS ACTION COMPLAINT 5 Bhd. (the “Parent Company”) for 12,190,000 shares of the Company’s common stock. 22. On November 14, 2019, the Company filed its quarterly report on Form 10-Q with the SEC for the period ended September 30, 2019, in which it stated: (d) Termination of agreements with Tree Motion Sdn. Bhd. (“Tree Motion”) Effective July 18, 2019, Ideanomics, Inc. (the “Company”) terminated its Acquisition Agreement with Tree Motion Sdn. Bhd., a Malaysian company (“Tree Motion”), pursuant to which the Company was to acquire 51% of Tree Motion in exchange for 25,500,000 shares of the Company’s common stock at $2.00 per share.