As filed with the Securities and Exchange Commission on May 2, 2016

Registration No. 333-205042

UNITED STATES
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC ON JUNE 23, 2020

REGISTRATION NO. 333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 2

to

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

YOU ON DEMAND HOLDINGS,

IDEANOMICS, INC.

(Exact name of registrant as specified in its charter)

375 Greenwich Street, Suite 516,

Nevada

(State or other jurisdiction of

incorporation or organization)

20-1778374

I.R.S. Employer Identification Number

55 Broadway, 19^thFloor

New York, New York 10013
212-206-1216
NY 10006

Telephone: (212)206-1216

(Address, including zip code, and telephone number, including area code
of registrant’s principal executive offices)

Copies of Correspondence to:

Alfred Poor

Chief Executive Officer

Ideanomics, Inc.

55 Broadway, 19^thFloor

New York, NY 10006

Telephone: (212)206-1216

(Name, address, including zip code, and telephone
number, including area code, of agent for service)

A proximate

Copies to:

William N. Haddad, Esq.

Venable LLP

1270 Avenue of the Americas

New York, NY 10020

(212) 307-5500

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement becomes effective.registration statement.

If the only securities being registered on this formForm are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]box: ¨

If any of the securities being registered on this formForm are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans,plants, check the following box. [X]box: x

If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]¨

If this formForm is a post-effective amendment for an offeringfiled pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]¨

If this formForm is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [ ]¨

If this formForm is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [ ]¨

Indicate by check mark whether the registrant is a large accelerated filer, andan accelerated filer, a non-accelerated filer, or a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

¨ Large accelerated filer

x Accelerated filer

¨ Non-accelerated filer

x 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 7(a)(2)(B) of Securities Act. ¨

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statementthe Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement relating to these securities that has been filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS

(Subject to completion, dated May 2, 2016Completion, Dated June 23, 2020)

15,965,228 Shares of

PROSPECTUS

$250,000,000

Ideanomics, Inc.

Common Stock
Preferred Stock
Warrants

Subscription Rights

YOU ON DEMAND HOLDINGS, INC.Debt Securities
Units

This prospectus relates to 15,965,228 shares of Common Stock of YOU On Demand Holdings, Inc. that

We may be sold from time to time, by the selling stockholders named in this prospectus, which include:

 4,921,054 shares of Common Stock;

933,333 shares of Common Stock issuable to the selling stockholders upon the conversion of shares of Series A Preferred Stock, $0.001 par value per share (the “Series A Preferred Stock”);

6,857,140 shares of Common Stock issuable to the selling stockholders upon the conversion of shares of Series E Preferred Stock, $0.001 par value per share (the “Series E Preferred Stock”);

1,991,202 shares of Common Stock, issuable to the selling stockholders upon the conversion of shares of Series E Preferred Stock, $0.001 par value per share, issuable upon conversion of promissory notes;

162,500 shares of Common Stock issuable to the selling stockholders upon the exercise of the warrants to purchase Common Stock, the exercise price of which is $1.50 (the “Warrants”);one or more offerings at prices and

1,099,999 shares of Common Stock issuable to the selling stockholders upon the exercise of options to purchase Common Stock,

We on terms that we will not receive any of the proceeds from the sale of shares of our Common Stock by the selling stockholders.

The shares of our Common Stock may be offered through public or private transactions at market prices prevailingdetermine at the time of sale, ateach offering, sell common stock, preferred stock, warrants, or a fixedcombination of these securities, or units, for an aggregate initial offering price or fixed prices, at negotiated prices, at various prices determined atof up to $250,000,000. This prospectus describes the time of sale or at prices related to prevailing market prices. In addition, shares ofgeneral manner in which our Common Stocksecurities may be offered fromusing this prospectus. Each time we offer and sell securities, we will provide you with a prospectus supplement that will contain specific information about the terms of that offering. Any prospectus supplement may also add, update, or change information contained in this prospectus. You should carefully read this prospectus and the applicable prospectus supplement as well as the documents incorporated or deemed to time through ordinary brokerage transactions on the NASDAQ Capital Market. The timing and amount ofbe incorporated by reference in this prospectus before you purchase any sale are within the sole discretion of the selling stockholders, subjectsecurities offered hereby.

This prospectus may not be used to certain restrictions. See “Plan of Distribution.”offer and sell securities unless accompanied by a prospectus supplement.

Our Common Stock is listed on the NASDAQNasdaq Capital Market under the symbol “YOD.”“IDEX”. On April 29, 2016,June 22, 2020, the closing sale price of our Common Stock as reportedwas $3.29 per share. As of the date of this prospectus, none of the other securities that we may offer by this prospectus is listed on the NASDAQ Capital Market was $1.51.any national securities exchange or automated quotation system.

Investing in our Common Stock involves

The securities offered by this prospectus involve a high degree of risk. See “Risk Factors” beginning on page 2 of this13, in addition to Risk Factors contained in the applicable prospectus and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 to read about risk factors you should consider before buying shares of our Common Stock.supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date

We may offer the securities directly or through agents or to or through underwriters or dealers. If any agents or underwriters are involved in the sale of thisthe securities their names, and any applicable purchase price, fee, commission or discount arrangement between or among them, will be set forth, or will be calculable from the information set forth, in an accompanying prospectus supplement. We can sell the securities through agents, underwriters or dealers only with delivery of a prospectus supplement describing the method and terms of the offering of such securities. See “Plan of Distribution.”

This prospectus is ,      2016dated ___________, 2020

TABLE OF CONTENTS

Table of Contents

ABOUT THIS PROSPECTUS

You should rely only on the information contained or incorporated by reference in this prospectus.prospectus or any prospectus supplement. We have not authorized any other personanyone to provide you with information different information.from that contained or incorporated by reference into this prospectus. If anyone providesany person does provide you with differentinformation that differs from what is contained or inconsistent information,incorporated by reference in this prospectus, you should not rely on it. For furtherNo dealer, salesperson or other person is authorized to give any information please see the section ofor to represent anything not contained in this prospectus entitled “Whereprospectus. You Can Obtain Additional Information.” The selling stockholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

You should not assume that the information appearingcontained in this prospectus or any prospectus supplement or any other offering material is accurate only as of any date other than the date on the front cover of this prospectus,the document and that any information contained in any document we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any prospectus supplement or any sale of a security. Our business, financial condition, resultsThese documents are not an offer to sell or a solicitation of operations,an offer to buy these securities by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the Securities and prospectsExchange Commission, or SEC, using a “shelf” registration process. Under this shelf registration process, we may have changed sincesell any combination of the securities described in this prospectus in one of more offerings up to a total dollar amount of proceeds of $250,000,000. This prospectus describes the general manner in which our securities may be offered by this prospectus. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus or in documents incorporated by reference in this prospectus. The prospectus supplement that contains specific information about the terms of the securities being offered may also include a discussion of certain U.S. Federal income tax consequences and any risk factors or other special considerations applicable to those dates.

We obtained statistical data, market data, and other industry data and forecasts used throughoutsecurities. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this prospectus or in documents incorporated by reference in this prospectus, you should rely on the information in the prospectus supplement. You should carefully read both this prospectus and inany prospectus supplement together with the documents incorporated herein by reference from market research, publicly availableadditional information and industry publications. Industry publications generally state that they obtain their information from sources that they believe to be reliable, but they do not guarantee the accuracy and completeness of the information. Similarly, while we believe that the statistical data, industry data, and forecasts and market research are reliable, we have not independently verified the data, and we do not makedescribed under “Where You Can Find More Information” before buying any representation as to the accuracy of the information. We have not sought the consent of the sources to refer to their reports appearingsecurities in this prospectus.offering.

USE OF TERMS

Except as otherwise indicated byUnless the context allotherwise requires, references to “we,” “our,” “us,” “IDEX” or the “Company” in this prospectus to (i) “YOU On Demand,” “we,” “us,” “our,” “our Company,” or “the Company” are to YOU On Demand Holdings,mean Ideanomics, Inc., a NevadaDelaware corporation, on a consolidated basis with its wholly-owned subsidiaries, as applicable.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and its consolidated subsidiariesthe documents and variable interest entities, or VIEs; (ii) “Securities Act” are toinformation incorporated by reference in this prospectus include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended;amended, or the Securities Act, and (iii) “Exchange Act” meansSection 21E of the Securities Exchange Act of 1934, as amended.

YOU ON DEMAND HOLDINGS, INC.amended, or the Exchange Act. These statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such forward-looking statements include those that express plans, anticipation, intent, contingency, goals, targets or future development and/or otherwise are not statements of historical fact.

Our Business

YOU On Demand is a premium content Video On Demand (“VOD”) service provider with primary operationsAll statements in this prospectus and the documents and information incorporated by reference in this prospectus that are not historical facts are forward-looking statements. We may, in some cases, use terms such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “projects,” “should,” “will,” “would” or similar expressions or the negative of such items that convey uncertainty of future events or outcomes to identify forward-looking statements.

Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as may be required by applicable law. Although we believe that the expectations reflected in the People’s Republicforward-looking statements are reasonable, we cannot guarantee future results, levels of China (the “PRC”). YOU On Demand Holdings,activity, performance or achievements.

ABOUT IDEANOMICS

Overview

Ideanomics, Inc. (Nasdaq: IDEX) was incorporated in the State of Nevada on October 19, 2004.

YOU On Demand, From 2010 through its2017, our primary business activities were providing premium content video on demand (“VOD”) services, with primary operations in the PRC, through our subsidiaries and variable interest entities provides premium contentunder the brand name You-on-Demand (“YOD”). We closed the YOD business during 2019.

Starting in early 2017, the Company transitioned its business model to become a next-generation financial technology (“fintech”) company. The Company built a network of businesses, operating principally in the trading of petroleum products and integrated value-added serviceelectronic component that the Company believed had significant potential to recognize benefits from blockchain and AI technologies including, for example, enhancing operations, addressing cost inefficiencies, improving documentation and standardization, unlocking asset value and improving customer engagement. During 2018 the Company ceased operations in the petroleum products and electronic components trading businesses and disposed of the businesses during 2019. Fintech continues to be a priority for us as we look to invest in and develop businesses that can improve the financial services industry, particularly as it relates to deploying blockchain and AI technologies. As we looked to deploy fintech solutions in late 2018 and into 2019, we found a unique opportunity in the Chinese Electric Vehicle (EV) industry to facilitate large scale conversion of fleet vehicles from internal combustion engines to EV. This led us to establish our Mobile Energy Global (MEG) business unit.

Principal Products or services and their markets

The Company operates in one segment which has two business units, the Mobile Energy Global and Ideanomics Capital.

Mobile Energy Group (MEG)

MEG’s mission is to use EV and EV battery sales and financing to attract commercial fleet operators that will generate large scale demand for energy, Energy Storage Systems (ESS) and Energy Management Contracts (EMC). Additionally, MEG will become a key player in the supply chain of crucial metals required for EV batteries, which are the center piece of mobile energy. The MEG business operates as an end-to-end solutions provider for the deliveryprocurement, financing, charging and energy management needs for fleet operators of VOD and paid programming to digital cable providers, Internet Protocol Television (“IPTV”) providers, Over-the-Top (“OTT”) streaming providers, mobile manufacturers and operators, as well as direct customers. By leveraging and optimizing our existing operations, we have positioned ourselves to evolve into a mobile-driven, “new media” platform for both enterprises and consumers.

We launched our VOD servicecommercial Electronic Vehicles (EV). MEG operates through acquisition of YOU On Demand (Asia) Limited (“YOD HK”), formerly Sinotop Group Limited, in July 2010. Through a series of contractual arrangements, YOU On Demand (Beijing) Technology Co., Ltd (“YOD WFOE”),joint ventures with the subsidiary of YOD Hong Kong, controls, Beijing Sino Top Scope Technology Co., Ltd. (“Sinotop Beijing”), a corporation establishedleading companies in the PRC. Sinotop Beijingcommercial EV space, principally in China, and earns fees for every transaction completed based on the spread for group buying of vehicles and fees derived from the arrangement of financing and energy management such as commercial purchasing of pre-paid electricity credits. MEG focuses on commercial EV rather than passenger personal EV, as commercial EV is on an accelerated adoption path when compared to consumer EV adoption – which is expected to take between ten to fifteen years. We focus on four distinct commercial vehicles types with supporting income streams: 1) Closed-area heavy commercial, in areas such as Mining, Airports, and Sea Ports; 2) Last-mile delivery light commercial; 3) Buses and Coaches; 4) Taxis. The purchase and financing of vehicles provides for one-time fees and the 80% owner of Zhong Hai Shi Xun Information Technology Co., Ltd. (“Zhong Hai Video”), the entity through which we provide: 1) integrated value-added business-to-business (“B2B”) service solutionscharging and energy management provides for the delivery of VOD and enhanced premium content for digital cable; 2) integrated value-added business-to-business-to-customer (“B2B2C”) service solution for the delivery of VOD and enhanced premium content for IPTV and OTT providers and; 3) a direct to user, or B2C, mobile video service app.recurring revenue streams.

On April 5, 2016, YOD WFOE entered into variable interest entity agreements with Tianjin Sevenstarsflix Network Technology Limited (“SSFlix”), a newly-formed PRC company, and its legal shareholders (the “SSFlix VIE Agreements”). SSFlix will offer a branded pay content service delivered to consumers ubiquitously through all its platform partners, will track and share consumer payments and other behavior data, will operate a customer management and databased service and will develop mobile social TV-based customer management portals.

The following chart illustrates our current corporate structure:

Note:

In May 2019, the Company signed an agreement with iUnicorn (also known as Shenma Zhuanche) to form a strategic joint venture (“JV”) that will focus on green finance and Arrangements

On July 30, 2010, we acquired YOD Hong Kong through China Broadband, Ltd.integrated marketing services for new energy taxi vehicles as part of Ideanomics’ Mobile Energy Group (“CB Cayman”MEG”), a Cayman Islands company. Through a series of contractual arrangements, we control Sinotop Beijing. Sinotop Beijing, a corporation established. The Company agreed to contribute advisory and sales resources which include arranging ABS-based auto financing with its bank partners, and will have 50.01% ownership interest in the PRC,JV and will have control of the board. iUnicorn, which will own 49.99% of the JV, agreed to contribute its vehicles sales orders in Sichuan province. The JV will generate revenues from commissions on vehicle sales order and ABS fees related to the financing, which will vary accordingly to manufacturer and vehicle model.

In July 2019 the Company made an equity investment in Glory Connection Snd. Bhd, (Glory) a vehicle manufacturer located in Malaysia. Glory’s principal operating entity is Tree Manufacturing which holds the 80% owner of Zhong Hai Video, which was establishedonly license granted so far to provide integrated value-added service solutionsa domestic entity for the deliverymanufacture of VOD, PPVelectric vehicles in Malaysia and enhanced premium content for digital cable, IPTVis in the process of setting up its manufacturing and OTT providers, mobile manufacturers and operators, as well as direct customers.assembly capabilities.

In March 2010, YOD Hong Kong entered into a management services agreement with Sinotop Beijing pursuant to which Sinotop Beijing pays consulting and service fees, equal to 100% of net profits of Sinotop Beijing, to YOD Hong Kong for various management, technical, consulting and other services in connection with its business. Payment of the fees under the management services agreement is secured through an equity pledge agreement, dated June 4, 2012, by and among Sinotop Beijing, YOD WFOE and the sole shareholder of Sinotop Beijing, pursuant to which the sole shareholder of Sinotop Beijing pledged all equity interests in Sinotop Beijing to YOD WFOE. In addition, on June 4, 2012, YOD WFOE entered into a voting rights proxy agreement with Sinotop Beijing and the sole shareholder of Sinotop Beijing, whereby YOD WFOE was entrusted with all of the voting rights of the sole shareholder of Sinotop Beijing. Through these contractual arrangements, we acquired control over and rights to 100% of the economic benefit of Sinotop Beijing. Accordingly, Sinotop Beijing is considered a VIE and, therefore, is consolidated in our financial statements.

On January 22, 2016,September 2019, the Company entered into a Termination Agreementrevenue sharing agreement with SinotopFirst Auto Loan, one of the leading taxi finance companies in the PRC under which the Company’s MEG business unit would assist First Auto secure a funding pool for taxi finance and in return MEG will receive a commission on each loan written by First Auto Loan. The funding pool is led by Dasheng Licheng Lease Financing with additional funding provided by a consortium of large Chinese insurance companies.

The Company has preferred purchasing agreements with a number of EV manufacturers including Jianghuai Automobile Group Co. (frequently known as JAC), Geely Auto Group and Beijing Foton Motor Company and Zhang YanEV battery manufacturers including Contemporary Amperex Technology (frequently known as CATL) and Yinlong Energy Co Ltd. Under the terms of these preferred purchasing agreements the Company receives preferred pricing and volume discounts for EV and EV batteries purchased through these partners.

In November 2019, the Company announced an agreement with China’s Yunnan province under the terms of which Yunnan, in its capacity as the PRC’s province responsible for China’s Belt and Road initiative in the ASEAN countries, will make an investment into the Company’s Malaysian headquartered Tree Technologies subsidiary. The terms of this investment are under negotiation.

The Company has entered into a sales referral agreement with Zhitong 3000 (Zhitong) an operator of a SaaS platform for the management of commercial truck fleets. This agreement will enable to terminate certain contractual arrangements, includingZhitong to broaden the Call Option Agreement, dated March 9, 2010, among YOD HK, Sinotop Beijingservices offered to its customers by providing access to MEG’s vehicle purchasing and Zhang Yan,financing platform. MEG will earn its normal fees for any business transacted by customers of Zhitong on the sole shareholderMEG platform.

In September 2019, the company entered into a framework agreement with the China National Petroleum Corporation Nanjing (PetroChina), one of Sinotop Beijing, the Termination, Assignmentworld largest oil companies. The Company and Assumption Agreement among YOD HK, YOD WFOE, Sinotop BeijingPetroChina will negotiate an agreement under which the Company will earn a commission for each charge at a EV fast charging station financed by investment from the Company’s EV financing consortium which includes Three Georges, Tianda Energy, Ding Fang and Zhang Yan dated June 4, 2012, Voting Rights Proxy Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012, Equity Pledge Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012 and Power of Attorney Agreement among YOD HK, YOD WFOE, Sinotop Beijing and Zhang Yan dated June 4, 2012. On January 25, 2016, Zhang YanPalcan Energy.

In August 2018, the Company entered into an Equity Transfer Agreementagreement with Bing Wu and Yun Zhu, whereby Zhang Yan transferred 100%National Transport Capacity (NTC) (also known as National Transport of her equity ownership in Sinotop Beijing to Bing Wu and Yun Zhu. The equity transfer application was accepted byShenzhen) under which the State Administration of Industry and Commerce (“SAIC”) on March 30, 2016 and became effective upon acceptance. Upon the conclusion of the transfer arrangement, Bing Wu and Yun Zhu will hold 95% and 5%, respectively, of equity ownership in Sinotop Beijing.Company receives an origination fee for any ABS transactions for assets that NTC originates through its platform.

On the same day,

In August 2019 the Company entered into a joint venture agreement with Golden Concord Holdings Limited (GCL) thru which GCL took a 49.9% equity interest in logistical vehicle unit of the Company’s MEG subsidiary. As consideration for the 49.9% interest, GCL made an exclusive commitment to introduce sales of 500,000 EVs to MEG over three years. The transaction includes performance criteria with share-based claw back formula in the event that GCL does not meet its committed targets.

In December 2019 the Company purchased a controlling interest in Tree Technologies Sdn Bhd (“Tree Technologies”) a company that holds the distribution license for the EV’s manufactured by Glory’s Tree Manufacturing subsidiary. In addition to the distribution license, Tree Technologies has a 99 year lease on 250 acres of vacant land zoned for industrial development in the Gebeng Industrial Area adjacent toKuantan Port.Kuantan is the capital city of the state of Pahang on the east coast of Peninsular Malaysia. The Company intends to develop this land and lease it to Tree Manufacturing for the manufacture of EVs.

Ideanomics Capital

The Company’s Ideanomics Capital business unit consists of the Delaware Board of Trade (DBOT), Intelligenta and EKAR.

The Delaware Board of Trade is a broker dealer that also operates an Alternative Trading System (ATS) focused on the trading of traditional OTC securities. The Company purchased DBOT in July 2019 and has been implementing a new contractual arrangements with Bing Wutrading platform to improve its competitive position in the trading of traditional OTC securities and Yun Zhu (collectively,provide enhanced functionality to allow for the “New Sinotop VIE Agreements”trading of digital securities when all necessary regulatory approvals have been obtained.

Intelligenta (formerly BDCG)

Intelligenta is a pre-revenue company focused on delivering AI driven solutions for the financial services industry. Intelligenta has a license from BBD to adapt BBD’s solutions for use in the US market.

Between December 2017 and April 2018, we formed BBD Digital Capital Group Ltd., a New York corporation (“BDCG”), as a joint venture with management partner Seasail, an affiliate of Big Business Data (“BBD”). In April 2019 the Company rebranded the name BDCG to Intelligenta. We hold approximately 60% of the equity interest of Inteligenta and have the power to appoint three of the five directors of the board of Intelligenta. Intelligenta focuses on developing AI-driven financial data services as well as building transactional platforms for index, futures and derivative trading, for both global commodity and energy clients. Planned financial data services also effectiveinclude risk management solutions, platforms for trading derivatives and indices, and debt and credit product offerings, with the primary objective being enhancing trading and risk management strategies. 

We believe we can leverage Intelligenta’s AI services for the creation of financial products, risk ratings and indexing, and selection and recommendation systems on March 30, 2016 whenbehalf of key stakeholders. By using AI technology to analyze the above mentioneddigital securitized assets we intend to develop, we aim to elevate not only the quality of the financial product, but also interactions among stakeholders. We also intend to design the digital securitized assets we develop to have data attributes that can be integrated into Intelligenta’s approach for processing financial data.

EKAR – Exchange Traded Fund (ETF)

EKAR is an ETF listed on the NY Stock Exchange under the symbol EKAR. EKAR tracks the Innovation Labs Next Generation Vehicles Index, which is comprised of a basket of global stocks that have exposure to the theme of electric and self driving/autonomous vehicles. As at December 31, 2019 the total assets under management for EKAR stood at $1.7 million.

FinTalk

In September 2018, we entered into an agreement for the acquisition of FinTalk, a secure mobile messaging, collaboration and information services platform that delivers encrypted text and media messaging, with high performance large file transfer arrangements were approvedcapabilities. The company has determined through analysis that the technology is rapidly changing and the cost of maintaining this does not justify further investment.

Blockchain And AI Technologies

The Company considers deploying blockchain & AI technologies, where appropriate, to be an important part of its strategy of building new businesses and disrupting established businesses and processes. The Company does not develop proprietary blockchain or AI technologies, the company will license the necessary technology.

Non-Core Assets

The company has identified a number of business units that it considers non-core and is evaluating strategies for divesting these assets. The non-core assets are Grapevine, a marketing and ecommerce platform focused on influencer marketing, and FinTech Village a 58-acre development site in West Hartford, Connecticut.

Sources and availability of raw materials

The Company does not directly manufacture any products, consequently it is not dependent on a reliable source of materials to operate its business. However, the Company’s partners that manufacture EVs and batteries do depend on a ready supply of raw materials and consequently a shortage of raw materials would adversely impact their manufacturing process and, potentially, indirectly impact the Company’s revenues as it may not be able to complete orders that it had received.

Seasonality

The Company’s MEG division operates in the market for fleet sales of commercial EVs and the Company expects that orders and sales will be influenced by the SAIC.

Althoughamount and timing of budgeted expenditure by its customers. Typically, the New Sinotop VIE Agreements resultedCompany 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 MEG division is building out its network and has not generated sufficient orders to allow it to establish with any degree of certainty an expected pattern of seasonality.

Working Capital requirements

The Company’s MEG division is still in a changethe development stage and its business model continues to evolve, however, management does not believe that the legal shareholdersMEG divisions anticipated business model will require substantial amounts of Sinotop Beijing,working capital as it does not anticipate holding material amounts of inventory or offering customers extended payment terms. The Company’s Tree Technologies subsidiary will require substantial amounts of investment to build out its distribution business. It is the Company’s intention to fund this with borrowings secured against Tree Technologies assets, however the Company may need to fund all, or a material portion of the investment if the Tree Technologies is not able to raise the required capital to set-up and operate the business. The Company will continue to raise funds to support its US based Head Office functions and its US based operating subsidiaries until such time as the operations become cash flow positive.

Trade marks, patents and licenses

The Company’s Intelligenta business operates under a license granted by Seasail Ventures. The license does not have a stated term.

Customer Concentration

The Company is in the process of building out its Mobile Energy Group subsidiary and has not yet reached a stage of development where the loss of any single customer would have a material adverse effect on the Company.

Reliance on government contracts

The Company does not contract directly with the government of the PRC, however it does have joint ventures, partnerships and agreements with the State Own Entities (SOE) described above. Additionally, the rate at which commercial fleets convert to EV is heavily influenced by federal and provincial policies in the PRC as they relate to clean air and adoption of EV technology. Consequently, the Company’s results may be adversely impacted by changes in regulations in the PRC.

Competitive business conditions, competitive position in the industry and methods of competition

Mobile Energy Group

The Company’s MEG business unit is focused on the PRC and the ASEAN Region. The most important drivers for the development of the commercial fleet EV market in the PRC are federal and provincial regulations relating to clean air and electronic vehicles including subsidies and incentives to help owners of fleets of commercial vehicles to convert from combustion engines to EV. The government of the PRC has a stated policy of converting all taxis and buses to EV by the end of 2022. The speed at which fleet operators convert to EV is highly correlated with government regulations, targets and related subsidies and incentives. If the government of the PRC, or a municipality, changes the regulations, targets, incentives or subsidies then the rate at which fleet operators convert their vehicles to EV could slow down which in turn may lead to lower revenues for the Company. Additionally, the rate, and form in which, the commercial fleet EV market develops is dependent upon the development of new financing and lending structures that address the different collateral and resale values of the battery and vehicle. For vehicles with Internal Combustion Engines the power source, i.e. the engine, and the car body are one integrated unit, however EVs are designed with the intention of the battery being easily removed from the vehicle to enable fast recharging through “swapping’ of batteries. Additionally, the EV market is still developing and there is a very limited history of resale values for lenders to use when calculating resale values when evaluating a financing application.

The Company operates through a network of joint ventures, partnerships and formal and informal alliances; consequently, its competitive position could be adversely impacted if one of the members of the alliance was not able to meet the demand for its products or goes out of business.

Ideanomics Capital

The Company’s Ideanomics Capital business unit operates in sectors that are undergoing rapid change.

The Delaware Board of Trade is a broker dealer that also operates an Alternative Trading System for the trading of OTC equities, this is market which is undergoing rapid change YOD WFOE’s abilityas retail focused stock brokers introduce zero commission trading for their clients and the industry continues to control Sinotop Beijingconsolidates as large financial firms acquire national stock brokers. These changes make for a very difficult competitive environment. The Company has applied for regulatory approval to broker digital securities and tokens, this is a nascent market which the Company believes has good long term potential.

Intelligenta is developing a platform for AI driven decision making and risk management for financial data. The company is developing proof of concepts.

The Company owns the EKAR ETF listed on the New York Stock Exchange under the symbol EKAR.

Preferred Stock

The Company has a multi-tiered capital structure that includes Series A Preferred Stock.

Ranking. With respect to rights upon liquidation, winding-up or YOD WFOE’s rightsdissolution, the Series A Preferred Stock ranks senior to our common stock andpari passuwith any other series of our preferred stock established by our board of directors.

Voting. The holders of the Series A Preferred Stock are entitled to ten (10) votes for each one (1) share of common stock that is issuable upon conversion of a share of Series A Preferred Stock (each of the 7,000,000 shares of Series A Preferred Stock is convertible into 0.1333333 shares of Common Stock, or a total of 9,333,330 votes). Except as required by law, all shares of Series A Preferred Stock and all shares of common stock shall vote together as a single class.

Conversion.Each share of Series A Preferred Stock is convertible, at any time at the option of the holder, into ten (10) fully paid and nonassessable shares of common stock, subject to adjustment as provided in the Certificate of Designation.

Dividends.The Series A Preferred Stock is only entitled to receive dividends when and if declared by our board of directors.

Liquidation.Upon the occurrence of a liquidation event, the holders of the Series A Preferred Stock then outstanding will be entitled to receive, out of the assets of the Company available for distribution to its stockholders, an amount equal to $0.50 per share, as may be adjusted from time to time, plus all accrued, but unpaid dividends, before any payment shall be made or any assets distributed to the economic benefitsholders of Sinotop Beijing. YOD WFOE wascommon stock or any other class or series of stock issued by the primary beneficiaryCompany not designated as ranking senior to orpari passu withthe Series A Preferred Stock in respect of Sinotop Beijingthe right to participate in distributions or payments upon a liquidation event. For purposes of the Certificate of Designation, a “liquidation event” means any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and upon the election of the holders of a majority of the then outstanding Series A Preferred Stock shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Company is transferred, but, excluding any merger effected exclusively for the purpose of changing the domicile of the Company) unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the signingCompany’s acquisition or sale or otherwise) hold at least 50% of the New Sinotop VIE Agreements and remained as the primary beneficiary of Sinotop Beijing after the signingvoting power of the New Sinotop VIE Agreements.

In April 2016, YOD Hong Kong entered intosurviving or acquiring entity or (ii) a management services agreement with SSFlix pursuant to which SSFlix pays consulting and service fees, equal to 100%sale of net profits of SSFlix, to YOD Hong Kong for various management, technical, consulting and other services in connection with its business. SSFlix also entered into a technical services agreement with YOD WFOE for certain technical and support services. Payment of the fees under the technical services agreement is secured through an equity pledge agreement, dated April 5, 2016, by and among SSFlix, YOD WFOE and the shareholders of SSFlix, pursuant to which the shareholders of SSFlix pledged all equity interests in SSFlix to YOD WFOE. In addition, on April 5, 2016, YOD WFOE entered into a voting rights proxy agreement with SSFlix and the shareholders of SSFlix, whereby YOD WFOE was entrusted withor substantially all of the voting rightsassets of the shareholders of SSFlix.Company.

Our Corporate History

YOU On Demand Holdings,

CORPORATE INFORMATION

Ideanomics, Inc. (formerly China Broadband, Inc., our parent holding company,Seven Stars Cloud Group, Inc. and WeCast) was formedincorporated in the State of Nevada on October 19, 2004 pursuant to a reorganization of a California entity formed in 1988. Prior to January 2007 we were a blank check shell company.

On January 23, 2007, we acquired CB Cayman, which at the time was a party to the cooperation agreement with our PRC-based wholly-foreign-owned-entity,WFOE, in a reverse acquisition transaction.

On July 30, 2010, we acquired YOD Hong Kong, formerly Sinotop Group Limited, through our subsidiary CB Cayman. Through a series of contractual arrangements, YOD Hong Kong and its subsidiary, YOD WFOE, controls Sinotop Beijing. Sinotop Beijing is the 80% owner of Zhong Hai Video. As a result of the contractual arrangements with Sinotop Beijing, we have the right to control management decisions and direct the economic activities that most significantly impact Sinotop Beijing and Zhong Hai Video, and, accordingly, under generally accepted accounting principles in the United States, we consolidate these operating entities in our consolidated financial statements.

On April 5, 2016, YOD WFOE, entered into the SSFlix VIE Agreements with SSFlix and its legal shareholders in order to comply with PRC regulatory requirements. SFlix will offer a branded pay content service delivered to consumers ubiquitously through all its platform partners, will track and share consumer payments and other behavior data, will operate a customer management and data-based service and will develop mobile social TV-based customer management portals.

Our Unconsolidated Equity Investment

We hold 30% ownership interest in Shandong Lushi Media Co., Ltd., a PRC company (“Shandong Media”), our print-based media business, and account for our investment in Shandong Media under the equity method The business of Shandong Media includes a television programming guide publication, the distribution of periodicals, the publication of advertising, the organization of public relations events, the provision of information related services, copyright transactions, the production of audio and video products, and the provision of audio value added communication services.

Office Location

The address of our principal executive office is 375 Greenwich Street, Suite 516,offices are located at 55 Broadway, 19^th Floor, New York, New York 10013NY 10006, and our telephone number is (212) 206-1216. We maintain aOur corporate website at www.yod.com that contains information about our Company, though no informationaddress is www.ideanomics.com. Information contained on or accessible through our website is not a part of this prospectus.prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.

THE OFFERING

RISK FACTORS

An investment

Investing in our securities involves a high degree of risk. Prior toBefore making aan investment decision, about investing in our securities, you should consider carefully consider the important risk factor belowrisks, uncertainties and the specific riskother factors discussed in the sections entitled “Risk Factors” containeddescribed in our most recent Annual Report on Form 10-K, as supplemented and updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that we have filed on March 30, 2016, and in any applicable prospectus supplement and our other filingsor will file with the Securities and Exchange Commission (“SEC”) andSEC, which are incorporated by reference ininto this prospectus, together with all of the other information contained in this prospectus, or any applicable prospectus supplement. Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business. If any of the risks or uncertainties described in our SEC filings or any prospectus supplement or any additional risks and uncertainties actually occur, ourprospectus.

Our business, affairs, prospects, assets, financial condition, and results of operations and cash flows could be materially and adversely affected. Inaffected by these risks. For more information about our SEC filings, please see “Where You Can Find More Information.”

USE OF PROCEEDS

Unless otherwise indicated in a prospectus supplement, we intend to use the net proceeds from the sale of the securities under this prospectus for general corporate purposes, including for general working capital purposes, which may include the repayment of outstanding debt.

DESCRIPTION OF CAPITAL STOCK

Description of Common Stock

We are authorized to issue up to 1,500,000,000 shares of common stock, par value $0.001 per share. Each outstanding share of common stock entitles the holder thereof to one vote per share on all matters. Our bylaws provide that case, the trading priceelections for directors shall be by a plurality of votes. Stockholders do not have preemptive rights to purchase shares in any future issuance of our securities could declinecommon stock. Upon our liquidation, dissolution or winding up, and you might lose all or partafter payment of your investment.creditors and preferred stockholders, if any, our assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.

The numberholders of shares being registered for sale is significantof our common stock are entitled to dividends out of funds legally available when and as declared by our board of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in relationthe foreseeable future. Should we decide in the future to pay dividends, as a holding company, our trading volume.ability to do so and meet other obligations depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition, our operating subsidiary, from time to time, may be subject to restrictions on its ability to make distributions to us, including as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of our common stock are entitled to receive, ratably, the net assets available to stockholders after payment of all creditors.

All of the shares registered for sale on behalf of the selling stockholders are “restricted securities” as that term is defined in Rule 144 under the Securities Act. We have filed this registration statement to register these restricted shares for sale into the public market by the selling stockholders. These restricted securities, if sold in the market all at once or at about the same time, could depress the market price during the period the registration statement remains effectiveissued and also could affect our ability to raise equity capital. Any outstanding shares not sold byof our common stock are duly authorized, validly issued, fully paid and non-assessable. To the sellingextent that additional shares of our common stock are issued, the relative interests of existing stockholders pursuantwill be diluted.

Description of Preferred Stock

We are authorized to this prospectus will remainissue up to 50,000,000 shares of preferred stock, par value $0.001 per share, in one or more classes or series within a class as “restricted shares” in the hands of the holders, except for those held by non-affiliates for a period of six months, calculated pursuant to Rule 144.

FORWARD-LOOKING STATEMENTS

This prospectus contains or incorporates by reference forward-looking statements within the meaning of section 27A of the Securities Act and section 21E of the Exchange Act. These forward-looking statements are management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate and statements may be made by or on our behalf. Words such as “should,” “could,” “may,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. There are a number of important factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

We describe material risks, uncertainties and assumptions that could affect our business, including our financial condition and results of operations, under “Risk Factors” and may update our descriptions of such risks, uncertainties and assumptions in any prospectus supplement. We base our forward-looking statements on our management’s beliefs and assumptions based on information available to our management at the time the statements are made. We caution you that actual outcomes and results may differ materially from what is expressed, implied or forecastdetermined by our forward-looking statements. Accordingly, you should be careful about relying on any forward-looking statements. Reference is made in particular to forward-looking statements regarding growth strategies, financial results, product and service development, competitive strengths, intellectual property rights, litigation, mergers and acquisitions, market acceptance or continued acceptanceboard of our products and services, accounting estimates, financing activities, ongoing contractual obligations and sales efforts. Except as required under the federal securities laws and the rules and regulations of the SEC, we do not have any intention or obligation to update publicly any forward-looking statements after the distribution of this prospectus, whether as a result of new information, future events, changes in assumptions, or otherwise.

SELLING STOCKHOLDERS

This prospectus relates to the resale by the selling stockholders named belowdirectors, who may establish, from time to time, the number of upshares to a totalbe included in each class or series, may fix the designation, powers, preferences and rights of 15,965,228the shares of Commoneach such class or series and any qualifications, limitations or restrictions thereofas shall be stated and expressed in the resolution or resolutions providing for the issuance of such stock adopted from time to time by the board of directors. Any preferred stock so issued by the board of directors may rank senior to the common stock with respect to the payment of dividends or amounts upon liquidation, dissolution or winding up of us, or both or have voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. Moreover, under certain circumstances, the issuance of preferred stock or the existence of the unissued preferred stock might tend to discourage or render more difficult a merger or other change of control.

A prospectus supplement relating to any series of preferred stock being offered will include specific terms relating to the offering. Such prospectus supplement will include:

The terms, if any, on which the preferred stock may be convertible into or exchangeable for our common stock will also be stated in the preferred stock prospectus supplement. The terms will include provisions as to whether conversion or exchange is mandatory, at the option of the holder or at our option, and may include provisions pursuant to which the number of shares of our common stock to be received by the holders of preferred stock would be subject to adjustment.

Series A Preferred Stock which also includes Common

On July 30, 2010, we filed a Certificate of Designation with the Secretary of State of Nevada establishing a new series of our preferred stock designated as “Series A Preferred Stock.” A summary of the Certificate of Designation is set forth below:

Ranking. With respect to rights upon liquidation, winding-up or dissolution, the Series A Preferred Stock ranks senior to our common stock andpari passuwith any other series of our preferred stock established by our board of directors.

Voting. The holders of the Series A Preferred Stock are entitled to ten (10) votes for each one (1) share of common stock that is issuable upon (a) the conversion of a share of Series A Preferred Stock. Except as required by law, all shares of Series A Preferred Stock and Series E Preferred Stock and (b) the exerciseall shares of the Warrants issued to the selling stockholder pursuant to transactions exempt from registration under the Securities Act. common stock shall vote together as a single class.

Conversion.Each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, into 0.1333333 shares of Common Stock. The conversion price for the Series E Preferred Stock is $1.75 and each share of Series E Preferred Stock is convertible, at any time at the option of the holder, into one shareten (10) fully paid and nonassessable shares of Common Stock (subjectcommon stock, subject to certain adjustments set forthadjustment as provided in itsthe Certificate of Designation). Designation.

Dividends.The exercise priceSeries A Preferred Stock is only entitled to receive dividends when and if declared by our board of directors.

Liquidation.Upon the occurrence of a liquidation event, the holders of the Series A Preferred Stock then outstanding will be entitled to receive, out of the assets of the Company available for distribution to its stockholders, an amount equal to $0.50 per share, as may be adjusted from time to time, plus all accrued, but unpaid dividends, before any payment shall be made or any assets distributed to the holders of common stock or any other class or series of stock issued by the Company not designated as ranking senior to orpari passu withthe Series A Preferred Stock in respect of the right to participate in distributions or payments upon a liquidation event. For purposes of the Certificate of Designation, a “liquidation event” means any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, and upon the election of the holders of a majority of the then outstanding Series A Preferred Stock shall be deemed to be occasioned by, or to include, (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, consolidation, or other transaction in which control of the Company is transferred, but, excluding any merger effected exclusively for the Warrants is $1.50. Allpurpose of changing the domicile of the Common StockCompany) unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise) hold at least 50% of the voting power of the surviving or acquiring entity or (ii) a sale of all or substantially all of the assets of the Company.

DESCRIPTION OF WARRANTS

We may issue warrants for the purchase of preferred stock or common stock. Warrants may be issued independently or together with any preferred stock or common stock, and may be attached to or separate from any offered bysecurities. Each series of warrants will be issued under a separate warrant agreement to be entered into between a warrant agent specified in the agreement and us. The warrant agent will act solely as our agent in connection with the warrants of that series and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants. This summary of some provisions of the warrants is not complete. You should refer to the warrant agreement, including the forms of warrant certificate representing the warrants, relating to the specific warrants being offered for the complete terms of the warrant agreement and the warrants. The warrant agreement, together with the terms of the warrant certificate and warrants, will be filed with the SEC in connection with the offering of the specific warrants.

The applicable prospectus supplement will describe the following terms, where applicable, of the warrants in respect of which this prospectus is being delivered:

Warrants for the purchase of common stock or preferred stock will be offered and exercisable for U.S. dollars only. Warrants will be issued in registered form only.

Upon receipt of payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will, as soon as practicable, forward the purchased securities. If less than all of the warrants represented by the selling stockholderswarrant certificate are exercised, a new warrant certificate will be issued for their own accounts.the remaining warrants.

Prior to the exercise of any warrants to purchase preferred stock or common stock, holders of the warrants will not have any of the rights of holders of the common stock or preferred stock purchasable upon exercise, including in the case of warrants for the purchase of common stock or preferred stock, the right to vote or to receive any payments of dividends on the preferred stock or common stock purchasable upon exercise.

DESCRIPTION OF SUBSCRIPTION RIGHTS

We may issue subscription rights to purchase our common stock and/or preferred stock. These subscription rights may be issued independently or together with any other security offered hereby and may or may not be transferable by the shareholder receiving the subscription rights in such offering. In connection with any offering of subscription rights, we may enter into a standby arrangement with one or more underwriters or other purchasers pursuant to which the underwriters or other purchasers may be required to purchase any securities remaining unsubscribed for after such offering.

The tableprospectus supplement relating to any subscription rights we offer, if any, will, to the extent applicable, include specific terms relating to the offering, including some or all of the following:

The description in the applicable prospectus supplement of any subscription rights we offer will not necessarily be complete and will be qualified in its entirety by reference to the applicable subscription right agreement, which will be filed with the SEC if we offer subscription rights. For more information on how you can obtain copies of the applicable subscription right agreement if we offer subscription rights, see “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” We urge you to read the applicable subscription right agreement and any applicable prospectus supplement in their entirety.

DESCRIPTION OF DEBT SECURITIES

We may issue debt securities from time to time, in one or more series, as senior, subordinated debt and/or convertible debt. While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that specify the terms of a particular series of debt securities.

We will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will be qualified under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”). We have filed the form of indenture as an exhibit to the registration statement of which was prepared basedthis prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports that we file with the SEC.

The following summary of material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.

General

The indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on information filed publiclyconsolidation, merger and sale of all or suppliedsubstantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants or other provisions designed to us bygive holders of any debt securities protection against changes in our operations, financial condition or transactions involving us.

We may issue the selling stockholders, setsdebt securities issued under the indenture as “discount securities,” which means they may be sold at a discount below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued with OID will be described in more detail in any applicable prospectus supplement.

We will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:

Conversion or Exchange Rights

We will set forth information regardingin the beneficial ownershipapplicable prospectus supplement the terms on which a series of outstandingdebt securities may be convertible into or exchangeable for our common stock or our other securities. We will include provisions as to settlement upon conversion or exchange and whether conversion or exchange is mandatory, at the option of the holder or at our option. We may include provisions pursuant to which the number of shares of our Common Stock owned bycommon stock or our other securities that the selling stockholders andholders of the sharesseries of debt securities receive would be subject to adjustment.

Consolidation, Merger or Sale

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain any covenant that it mayrestricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of from timeour assets as an entirety or substantially as an entirety. However, any successor to timeor acquirer of such assets (other than a subsidiary of ours) must assume all of our obligations under this prospectus. The selling stockholders,the indenture or their transferees, doneesthe debt securities, as appropriate.

Events of Default under the Indenture

Unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default under the indenture with respect to any series of debt securities that we may issue:

If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the trustee or successors, may resell, from time to time, all, some or nonethe holders of at least 25% in aggregate principal amount of the sharesoutstanding debt securities of our Common Stock coveredthat series, by this prospectus, as providednotice to us in this prospectus underwriting, and to the section entitled “Plantrustee if notice is given by such holders, may declare the unpaid principal of, Distribution”premium, if any, and accrued interest, if any, due and payable immediately. If an event of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, applicable prospectus supplement. However, we do not know whenof each issue of debt securities then outstanding shall be due and payable without any notice or in what amountother action on the selling stockholders may offer their shares for sale under this prospectus, if any.part of the trustee or any holder.

The numberholders of shares discloseda majority in the table below as “beneficially owned” are those beneficially owned as determined under the rulesprincipal amount of the SEC. Such information is not necessarily indicativeoutstanding debt securities of ownership foran affected series may waive any other purpose. Under the rulesdefault or event of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. In computing the number of shares beneficially owned by a selling stockholder and the percentage of ownership of that selling stockholder, shares of Common Stock underlying shares of convertible preferred stock, options or warrants held by that selling stockholder that are convertible or exercisable, as the case may be, within 60 days are included. The selling stockholders’ percentage of ownership in the following table is based upon 28,861,342 shares of Common Stock outstanding as of March 28, 2016. Prior to this offering, the aggregate number of Common Stock held by non-affiliates was 21,891,925.

Unless otherwise indicated and subject to community property laws where applicable, the selling stockholders named in the following table have, to our knowledge, sole voting and investment powerdefault with respect to the shares beneficially ownedseries and its consequences, except defaults or events of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the default or event of default.

Subject to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the trustee will be under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series, provided that:

A holder of the debt securities of any series will have the right to institute a proceeding under the indenture or to appoint a receiver or trustee, or to seek other remedies only if:

These limitations do not apply to a suit instituted by them. a holder of debt securities if we default in the payment of the principal, premium, if any, or interest on, the debt securities.

We will periodically file statements with the trustee regarding our compliance with specified covenants in the indenture.

Modification of Indenture; Waiver

We and the trustee may change an indenture without the consent of any holders with respect to specific matters:

In addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the trustee with the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, we and the trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:

Discharge

The indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except for specified obligations, including obligations to:

In order to exercise our rights to be discharged, we must deposit with the trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.

Form, Exchange and Transfer

We will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, a depositary named by us and identified in the applicable prospectus supplement with respect to that series. To the extent the debt securities of a series are issued in global form and as book-entry, a description of terms relating to any book entry securities will be set forth in the applicable prospectus supplement.

At the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.

Subject to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require payment of any taxes or other governmental charges.

We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.

If we elect to redeem the debt securities of any series, we will not be required to:

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the footnoteapplicable indenture. Upon an event of default under an indenture, the trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the trustee is under no obligation to exercise any of the powers given it by the indenture at the request of any holder of debt securities, unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.

Payment and Paying Agents

Unless we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest payment date to the table below,person in whose name the selling stockholders do not havedebt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.

We will pay principal of and any family relationships with our officers, directors or controlling stockholders. Except for as specifically set forthpremium and interest on the debt securities of a particular series at the office of the paying agents designated by us, except that unless we otherwise indicate in the footnoteapplicable prospectus supplement, we will make interest payments by check that we will mail to the table below, no selling stockholders have held a position as an officerholder or directorby wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement, we will designate the corporate trust office of the Company withintrustee as our sole paying agent for payments with respect to debt securities of each series. We will name in the past three years. Other than Chardan Capital Markets LLC, which isapplicable prospectus supplement any other paying agents that we initially designate for the debt securities of a registered broker-dealer, noneparticular series. We will maintain a paying agent in each place of payment for the debt securities of a particular series.

All money we pay to a paying agent or the trustee for the payment of the selling stockholdersprincipal of or any premium or interest on any debt securities that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to us, and the holder of the debt security thereafter may look only to us for payment thereof.

Governing Law

The indenture and the debt securities will be governed by and construed in accordance with the internal laws of the State of New York, except to the extent that the Trust Indenture Act is a broker-dealer. Furthermore, except as specifically set forthapplicable.

DESCRIPTION OF UNITS

As specified in the footnoteapplicable prospectus supplement, we may issue units consisting of one or more of the other securities described in this prospectus.

The applicable prospectus supplement will specify the following terms of any units in respect of which this prospectus is being delivered:

PLAN OF DISTRIBUTION

We may sell the securities offered through this prospectus (i) to or through underwriters or dealers, (ii) directly to purchasers, including our affiliates, (iii) through agents, or (iv) through a combination of any these methods. The securities may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the table below, noneprevailing market prices, or negotiated prices. The prospectus supplement will include the following information:

Only underwriters named in the prospectus supplement are underwriters of the selling stockholders is an affiliatesecurities offered by the prospectus supplement.

If underwriters are used in the sale, the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in any of a registered broker-dealer.

Information concerningour other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the selling stockholderspublic either through underwriting syndicates represented by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may change from time to time any initial public offering price and any changed informationdiscounts or concessions allowed or reallowed or paid to dealers.

If dealers are used in the sale of securities offered through this prospectus, we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.

Direct Sales and Sales Through Agents

We may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. The prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.

We may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities. The terms of any such sales will be presenteddescribed in the prospectus supplement.

Delayed Delivery Contracts

If the prospectus supplement indicates, we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.

Continuous Offering Program

Without limiting the generality of the foregoing, we may enter into a continuous offering program equity distribution agreement with a broker-dealer, also known as an At-the-Market offering, or “ATM”, under which we may offer and sell shares of our common stock from time to time through a broker-dealer as our sales agent. If we enter into such a program, sales of the shares of common stock, if any, will be made by means of ordinary brokers’ transactions at market prices on the securities exchange or quotation or trading service on which such securities may be listed, quoted or traded at the time of sale, block transactions and such other transactions as agreed upon by us and the broker-dealer. Under the terms of such a program, we also may sell shares of common stock to the broker-dealer, as principal for its own account at a price agreed upon at the time of sale. If we sell shares of common stock to such broker-dealer as principal, we will enter into a separate terms agreement with such broker-dealer, and we will describe this agreement in a separate prospectus supplement or pricing supplement.

Market Making, Stabilization and Other Transactions

All securities we offer, other than shares of our Common Stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice. Any shares of our Common Stock sold pursuant to a prospectus supplement as necessary. Please carefully readwill be quoted on the footnotes located below the table in conjunction with the information presented in the table.

* Less than 1%

⁽¹⁾Assume that allOTC Markets Group Inc.’s OTCQB tier. We may apply to list any other securities offered are sold.

⁽²⁾As of March 28, 2016, a total of 28,861,342 shares of Common Stock of the Company are considered to be outstanding pursuant to SEC Rule 13d-3(d). Shares of Series A Preferred Stock, shares of Series E Preferred Stock and common stock issuable pursuant to the exercise of stock options or warrants that are either immediately exercisable or exercisable within 60 days of March 28, 2016 are deemed to be outstanding for computing the percentage of ownership of the person holding the shares, options or warrants and the percentage ownership of any group of which the holder is member but are not deemed outstanding for computing the percentage of other persons.

⁽³⁾Shane McMahon, currently Vice-Chairman, and the Chairman from July 30, 2010 through January 6, 2016, acquired 3,064,599 shares of Common Stock in a private placement transaction, including (i) 2,324,600 shares of Common Stock, 24,600 shares of which are held by the Shane B. McMahon Trust u/a/Vincent K. McMahon Irrev. Trust dated. 12/23/2008, (ii) 533,333 shares of Common Stock underlying options exercisable within 60 days at $3.00 per share, (iii) 40,000 shares of Common Stock underlying options exercisable within 60 days at $4.50 per share; and (iv) 166,666 shares of Common Stock underlying options exercisable within 60 days at $2.00 per share. In addition, Mr. McMahon holds 2,871,744 shares of Series E Preferred Shares, including 933,333 shares of Series E Preferred Stock and 1,991,202 shares of Series E Preferred Stock, issuable within 60 days, upon conversion of a promissory note which is convertible at any time between January 31, 2014 and December 31, 2016, at a price of $1.75 per share at the option of Mr. McMahon.

⁽⁴⁾ C Media, an entity affiliated with Xuesong Song, a member of our Board of Directors since July 5, 2013 and our Executive Chairman from January 31, 2014 thru January 6, 2016, and Chairman of the Board of Directors and Chief Executive Officer of C Media Limited, acquired 7,000,000 shares of Series A Preferred Stock in a private placement transaction. The 7,000,000 shares of Series A Preferred Stock entitles C Media Limited to cast ten (10) votes for every share of Common Stock that is issuable upon conversion of a share of Series A Preferred Stock (each share of Series A Preferred Stock is convertible into 0.1333333 shares of Common Stock), or a total of 9,333,330 votes and 5,923,807 shares of Series E Preferred Stock. 7,000,000 shares of Series A Preferred Stock are convertible to 933,333 shares of Common Stock (each share of Series A Preferred Stock shall be convertible, at the option of the holder thereof, at any time, into 0.1333333 shares of Common Stock.).

⁽⁵⁾Included in this prospectus are 138,716 shares of Common Stock underlying the Warrants.

⁽⁶⁾ Included in this prospectus are 12,819 shares of Common Stock underlying the Warrants. Mr. Propper is an affiliate of Chardan Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the “Fund”) purchased 162,500 units (the “Units”), each unit consisting of a share of Series C Preferred Stock and a warrant to purchase a share of Common Stock at an exercise prices of $4.25, for an aggregate of $650,000sold pursuant to a private placementprospectus supplement but we are not obligated to do so. Therefore, no assurance can be given as to whether an active trading market will develop for the offered securities. We cannot guarantee the liquidity of the trading markets for any securities.

Any underwriter may also engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Securities Exchange Act. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.

Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the Company on August 30, 2012.syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The Fund purchasedunderwriters may, if they commence these transactions, discontinue them at any time.

General Information

Agents, underwriters, and dealers may be entitled, under agreements entered into with us, to indemnification by us against certain liabilities, including liabilities under the UnitsSecurities Act. Our agents, underwriters, and dealers, or their affiliates, may be customers of, engage in transactions with or perform services for us, in the ordinary course of business and at the time of purchase the Fund had no agreement or understanding, directly or indirectly, with any person to distribute the Units. Mr. Propper received his warrants in connection with his role as President and a limited partner of the Fund.business.

⁽⁷⁾ Included in this prospectus are 10,495 shares of Common Stock underlying the Warrants. Mr. Glickman is an affiliate of Chardan Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the “Fund”) purchased 162,500 units (the “Units”), each unit consisting of a share of Series C Preferred Stock and a warrant to purchase a share of Common Stock at an exercise prices of $4.25, for an aggregate of $650,000 pursuant to a private placement by the Company on August 30, 2012. The Fund purchased the Units in the ordinary course of business and at the time of purchase the Fund had no agreement or understanding, directly or indirectly, with any person to distribute the Units. Mr. Glickman received his warrants in connection with his role as a limited partner of the Fund.

⁽⁸⁾Included in this prospectus are 470 shares of Common Stock underlying the Warrants. Mr. Urbach is an affiliate of Chardan Capital Markets, a broker-dealer. Chardan SPAC Asset Management LLC (the “Fund”) purchased 162,500 units (the “Units”), each unit consisting of a share of Series C Preferred Stock and a warrant to purchase a share of Common Stock at an exercise prices of $4.25, for an aggregate purchase price of $650,000 pursuant to a private placement by the Company on August 30, 2012. The Fund purchased the Units in the ordinary course of business and at the time of purchase the Fund had no agreement or understanding, directly or indirectly, with any person to distribute the Units. Mr. Urbach received his warrants in connection with his role as Chief Financial Officer of the Fund.

⁽⁹⁾Weicheng Liu, our Chief Executive Officer from July 5, 2013 through January 22, 2016 and a member of our Board of Directors from July 30, 2010 through December 29, 2015, acquired 2,956,454 shares of Common Stock in a private placement transaction and includes 320,000 shares underlying options exercisable within 60 days at $3.75 per share and 40,000 shares underlying options exercisable within 60 days at $4.50 per share.LEGAL MATTERS

PLAN OF DISTRIBUTION

The selling stockholders, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of our Common Stock or interests in shares of our Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices.

The selling stockholders may use any one or more of the following methods when disposing of shares or interests therein:

The selling stockholders may, from time to time, pledge or grant a security interest in some or all of the shares of our Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of our Common Stock, from time to time, under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus. The selling stockholders also may transfer the shares of our Common Stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

In connection with the sale of our Common Stock or interests therein, the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of our Common Stock in the course of hedging the positions they assume. A selling stockholder may also sell shares of our Common Stock short and deliver these securities to close out its short position, or loan or pledge the shares of our Common Stock to broker-dealers that in turn may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The aggregate proceeds to the selling stockholders from the sale of shares of our Common Stock offered by them will be the purchase price of the Common Stock less discounts or commissions, if any. The selling stockholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of our Common Stock to be made directly or through agents. We will not receive any of the proceeds from this offering.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchase of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholders also may resell all or a portion of the shares in open market transactions in reliance upon Rule 144 under the Securities Act, provided that they meet the criteria and conform to the requirements of that rule.

The selling stockholders and any underwriters, broker-dealers or agents that participate in the sale of our Common Stock or interests therein may be deemed to be “underwriters” within the meaning of Section 2(11) of the Securities Act. Any discounts, commissions, concessions or profit they earn on any resale of the shares may be underwriting discounts and commissions under the Securities Act. Selling stockholders who are “underwriters” within the meaning of Section 2(11) of the Securities Act will be subject to the prospectus delivery requirements of the Securities Act. We know of no existing arrangements between the selling stockholders and any other stockholder, broker, dealer, underwriter, or agentLegal matters relating to the sale or distributionissuance of the shares, nor can we presently estimate the amount, if any, of such compensation. See “Selling Stockholders” for description of any material relationship that a stockholder has with us and the description of such relationship.

To the extent required, the shares of our Common Stock to be sold, the names of the selling stockholders, the respective purchase prices and public offering prices, the names of any agents, dealers or underwriters, any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement or, if appropriate, a post-effective amendment to the registration statement that includes this prospectus.

In order to comply with the securities laws of some states, if applicable, the shares of our Common Stock may be sold in these jurisdictions only through registered or licensed brokers or dealers. In addition, in some states the Common Stock may not be sold unless it has been registered or qualified for sale or an exemption from registration or qualification requirements is available and is complied with.

We have advised the selling stockholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the selling stockholders and their affiliates. In addition, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling stockholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.

The Company is required to pay all fees and expenses incident to the registration of the shares.

LEGAL MATTERS

The validity of the Common Stock offered by this prospectus will be passed upon for us by Sherman & Howard LLC,L.L.C., Las Vegas, Nevada.

EXPERTS

The consolidated financial statementsbalance sheets of YOU On Demand Holdings,Ideanomics, Inc. as of December 31, 20152019 and 20142018, and the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the two years thenin the period ended December 31, 2019, and related notes (collectively referred to as the “financial statements”), have been incorporatedaudited by reference herein and in the registration statement in reliance upon the report of KPMG Huazhen LLP,B F Borgers CPA PC, independent registered public accounting firm, incorporated by reference herein, and uponas stated in their report, which includes explanatory paragraphs as to the authority of said firm as experts in auditing and accounting.

The audit report covering the December 31, 2015 consolidated financial statements contains an explanatory paragraph that states that the Company incurred net losses from continuing operations and had accumulated deficits that raise substantial doubt about itsCompany’s ability to continue as a going concern. The consolidatedconcern and emphasis of a matter, which is incorporated herein by reference. Such financial statements do not include any adjustments that might result fromhave been incorporated herein by reference in reliance on the outcomereport of that uncertainty.such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONALMORE INFORMATION

We have filedfile annual, quarterly and special reports, along with other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room.

This prospectus is part of a registration statement on Form S-3 that we filed with the SEC to register the securities offered hereby under the Securities Act with respect to the securities offered in this offering.of 1933, as amended. This prospectus does not contain all of the information set forthincluded in the registration statement. For further information with respect to usstatement, including certain exhibits and the securities offered in this offering, we refer you toschedules. You may obtain the registration statement and exhibits to the attached exhibits. With respect to each such document filed as an exhibit to the registration statement, we refer you to the exhibit for a more complete description of the matters involved.

You may inspect our registration statement and the attached exhibits and schedules without charge at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may obtain copies of all or any part of our registration statement from the SEC upon paymentat the address listed above or from the SEC’s internet site.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

This prospectus is part of prescribed fees. You may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330.

Our SEC filings, including thea registration statement and the exhibits filed with the registration statement, are also available from the SEC’s website at www.sec.gov, which contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to “incorporate by reference” ininto this prospectus certain of the information that we file with the SEC. Thisthem, which means that we can disclose important information to you by referring you to another document that has been filed separately with the SEC.those documents. The information incorporated by reference is considered to be part of this prospectus, and information that we file later with the SEC will modifyautomatically update and supersede the information included in this prospectus to the extent that the information included asinformation. The following documents are incorporated by reference modifies or supersedes the existing information. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constituteand made a part of this prospectus. prospectus:

We also incorporate by reference any future filings (other than information furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that are related to such items unless such Form 8-K expressly provides to the documents listed below and all additional documents that we filecontrary) made with the SEC under the terms ofpursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, that areincluding those made after the date of the initial filing date of the registration statement of which this prospectus is a part and beforeprior to effectiveness of such registration statement, until we file a post-effective amendment that indicates the termination of anythe offering of securities offeredthe common stock made by this prospectus.

Any statement made in this prospectus concerning the contents of any contract, agreement or other document is only a summary of the actual document. You may obtain a copy of any document summarized in this prospectus and any or allwill become a part of this prospectus from the date that such documents are filed with the SEC. Information in such future filings updates and supplements the information provided in this prospectus. Any statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously filed with the SEC that has beenis incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed document modify or replace such earlier statements.

Notwithstanding the foregoing, information furnished under Items 2.02 and 7.01 of any Current Report on Form 8-K, including the related exhibits, is not incorporated by reference in this prospectus.

The information about us contained in this prospectus should be read together with the information in the documents incorporated by reference. You may request a copy of any or all of these filings, at no cost, by writing or callingtelephoning us at our mailing address and telephone number: YOU On Demand Holdings, Inc., 375 Greenwich Street, Suite 516,55 Broadway, 19^th Floor, New York, New York 10013; telephone number:, NY10006, phone number (212) 206-1216. Each statement regarding a contract, agreement or other document is qualified in its entirety by reference to the actual document.206-.1216

15,965,228 Shares of

$250,000,000
Common Stock
Preferred Stock
Warrants

Subscription Rights

YOU ON DEMAND HOLDINGS, INC.Debt Securities
Units

 PROSPECTUS

Ideanomics, Inc.

Prospectus

, 20162020

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following is a statement of estimatedtable sets forth the costs and expenses to be paid solelypayable by us,the Registrant in connection with the issuancethis offering, other than underwriting commissions and distributiondiscounts, all of the securities being registered hereby:

____________________

* All amount shown herein,which are estimated except for the SEC registration fee, are estimated and may vary based upon, among other things, the number of issuances and amount of securities offered. We will pay all of these expenses.fee.

Item 15. Indemnification of Directors and Officers.

We are a Nevada corporation and generally governed by the Nevada Private Corporations Law,Code, Title 78 of the Nevada Revised Statutes, or NRS.

Section 78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will not be individually liable unless it is proven that (i)(a) the director’s or officer’s acts or omissions constituted a breach of his or her fiduciary duties, and (ii)(b) such breach involved intentional misconduct, fraud, or a knowing violation of the law. Our articles of incorporation adopt the statutory standard for exculpation of our officers and directors from individual liability for their acts or omissions as an officer or director.

Section 78.7502 of the NRS permits a company to indemnify its directors and officers against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding, except an action by or on behalf of the corporation, if the officer or director (i)(a) is not liable pursuant to NRS 78.138, or (ii)(b) acted in good faith and in a manner the officer or director reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no reasonable cause to believe the conduct of the officer or director was unlawful. Generally, indemnification under Section 78.7502 is discretionary and may be made by the corporation only as authorized in each specific case upon a determination that the indemnification is proper under the circumstances.  Section 78.7502 of the NRS alsoprecludes indemnification by the corporation if the officer or director has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled to indemnity for such expenses.

Section 78.751 of the NRS requires a corporationNevada company to indemnify its officers and directors if they have beento the extent such person is successful on the merits or otherwise in defense of (a) any threatened, pending, or contemplated action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including any action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, or (b) any claim, issue or matter resulting from their service as a director or officer.

Section 78.751 of the NRS permits a Nevada company to indemnify its officers and directorstherein, against expenses incurred by them in defending the action, including attorney’s fees. Unless restricted by the articles of incorporation, the bylaws, or agreement,the corporation maypaythe expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding as they are incurred and in advance of the final disposition thereof, upon determination byof the stockholders, the disinterested board members,action, suit, or by independent legal counsel. Section 78.751 of NRS requires a corporation to advance expenses as incurredproceeding, upon receipt of an undertaking by or on behalf of the officerdirector or directorofficer to repay the amount if it is ultimately determined by a court of competent jurisdiction that suchthe director or officer or director is not entitled to be indemnified by the company if so provided in the corporationscorporation.The articles of incorporation, the bylaws, or agreement may require the corporation to pay such expenses upon receipt of such an undertaking.

Indemnification pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to NRS 78.751 (a) does not exclude any other agreement. Section 78.751rights to which a person seeking indemnification or advancement of the NRS further permits the company to grant its directors and officers additional rights of indemnificationexpenses may be entitled under itsthe articles of incorporation bylaws or other agreement.any bylaw, agreement, vote of stockholders, or disinterested directors or otherwise, for either an action in the person’s official capacity or an action in another capacity while holding office, and(b) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. The foregoing notwithstanding,indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the advancement of expenses upon undertaking as provided in 78.751(2), may not be made to or on behalf of any director or officerfinally adjudged by a court of competent jurisdiction, after exhaustion of any appeals taken therefrom, to be liable forintentional misconduct, fraud, or a knowing violation of law, andsuch misconduct, fraud or violation was material to the cause of action.

A right to indemnification or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification

Section 78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.

Our Articlesarticles of Incorporationincorporation and Bylawsbylaws implement the indemnification and insurance provisions permitted by Chapter 78 of the NRS by providing that:that we shall indemnify our directors and officers to the fullest extent permitted by the NRS against expense, liability, and loss reasonably incurred or suffered by them in connection with their service as an officer or director.  Our articles of incorporation and bylaws also provide that we may purchase and maintain liability insurance, or make other arrangements for such obligations or otherwise, to the extent permitted by the NRS. 

Item 16. Exhibits.

The list of exhibits in the Exhibit Index to this prospectus is incorporated herein by reference.

Item 17. Undertakings.Undertakings

(a)           The undersigned registrant hereby undertakes:

(1)           To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)            To include any prospectus required by Sectionsection 10(a)(3) of the Securities Act;Act of 1933;

(ii)           To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; andstatement.

(iii)          To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, provided, however, that paragraphs Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SECCommission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2)            That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)            To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)

(5)            That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)

(A)           Each prospectus filed by the registrant pursuant to Rule 424(b)(3)shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)

(B)           Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering other than registration statements relying onmade pursuant to Rule 430B415(a)(1)(i), (vii), or other than prospectuses filed in reliance on Rule 430A,(x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date itsuch form of prospectus is first used after effectiveness.effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use,effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such dateeffective date;

(6)           That, for the purpose of first use.determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(5) That,

(i)            Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)           Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii)          The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)          Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b)           The registrant hereby undertakes that for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Sectionsection 13(a) or Sectionsection 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Sectionsection 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(6)

(h)            Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SECSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i)            The registrant hereby undertakes that:

(1)           For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)           For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements offor filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statementregistration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Beijing, China,New York, State of New York, on May 2, 2016.June 23, 2020.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that eachEach person whose signature appears below constitutes and appoints Mingcheng TaoAlfred Poor and Grace He, and each of them,Michael McCarthy as his or her true and lawful attorneys-in-factattorney in fact and agents,agent, with full powerpowers of substitution and re-substitution,resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effectivepost effective amendments) to this registration statement (andthe Registration Statement, and to sign any registration statement filedfor the same offering covered by this Registration Statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended, for the offering which this Registration Statement relates),and all post effective amendments thereto, and to file the same, with all exhibits thereto, and otherall documents in connection therewith, with the SEC,Securities and Exchange Commission, granting unto said attorneys-in-fact agents,attorney-in-fact and agent, each of them,acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-factattorney-in-fact and agents or any of them, or theiragent, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

*****

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 2 to the Registration Statementregistration statement has been signed below by the following persons in the capacities indicatedheld on May 2, 2016.the dates indicated.

EXHIBIT INDEX

*Previously filed with the initial filing of this registration statement with the Securities and Exchange Commission on June 17, 2015.

** Filed herewith.

Consent of Independent Registered Public Accounting Firm

The Board of Directors
YOU On Demand Holdings, Inc.

We consent to the use of our report incorporated by reference herein and to the reference to our firm under the heading “Experts” in the prospectus.

Our report dated March 30, 2016 contains an explanatory paragraph that states that the Company incurred net losses from continuing operations and had accumulated deficits that raise substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KPMG Huazhen LLP

Beijing, China
May 2, 2016