MIAMI, FL--(NewMediaWire - Oct 8, 2015) - Net
Element, Inc. (NASDAQ: NETE)
("Net Element" or the "Company"), a provider of global mobile
payment technology solutions and value-added transactional
services, announced today that it will hold a special meeting of
stockholders to approve amendments to the Company's certificate of
incorporation, which would effect a reverse stock split of the
Company's common stock at a ratio of between 1 for 20 and 1 for 30,
inclusive, which ratio will be selected at the sole discretion of
the Company's board of directors and to approve the issuance by the
Company of restricted shares of common stock issuable pursuant to
the terms of the Insider Financing agreement dated September 11,
2015.
The reverse stock split and the Insider Financing agreement are
subject to the approval of Net Element's shareholders. The Company
filed a preliminary proxy statement with the SEC today for a
special meeting of shareholders at which time the above referenced
approvals will be sought. The date and other details of the special
meeting will be communicated to shareholders at a later date. The
Company currently expects to complete the reverse split by the end
of the fourth quarter of 2015.
"Our intent is to continue to trade on the NASDAQ Capital
Market," said Oleg Firer, CEO of Net Element. "To that end and
after careful evaluation of our options, we have decided to pursue
a reverse stock split to regain compliance with the minimum bid
price requirement of the NASDAQ Capital Market. In addition to our
goal of sustaining our NASDAQ listing, we believe a higher share
price resulting from a reverse stock split could help broaden our
shareholder base by increasing the number of potential long-term
investors."
Stockholders and investors are urged to read the Company's
Preliminary Proxy Statement that is being filed today in
preliminary form with the SEC in connection with the proposed
amendments to the certificate of incorporation and the reverse
stock split. These materials contain important information
regarding the reverse stock split and may be obtained from the
SEC's Internet website at http://www.sec.gov. A copy of the Preliminary
Proxy Statement may also be obtained from Net Element through its
investor relations section of the website.
About Net Element
Net Element, Inc. (NASDAQ: NETE)
operates a payments-as-a-service platform for small to medium
enterprise ("SME") in the US, Russian Federation and other
international markets. In the US it aims to grow transactional
revenue by innovating SME productivity services such as its cloud
based, restaurant point-of-sale solution Aptito. Internationally,
Net Element's strategy is to leverage its omni-channel platform to
deliver flexible offerings to emerging markets with diverse
banking, regulatory and demographic conditions such as UAE,
Kazakhstan, India and Latin America. It maintains offices in Miami,
FL and in Russia. Further information is available at www.netelement.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Any statements contained in this press release that are
not statements of historical fact may be deemed forward-looking
statements. Words such as "continue," "will," "may," "could,"
"should," "expect," "expected," "plans," "intend," "anticipate,"
"believe," "estimate," "predict," "potential," and similar
expressions are intended to identify such forward-looking
statements. These forward-looking statements include, without
limitation, whether Net Element can regain compliance with the
minimum closing bid price requirements of NASDAQ for the Company's
common stock, and there can be no assurance that the Company will
continue to meet the other listing requirements of The NASDAQ
Capital Markets. All forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements, many of which are generally outside the control of Net
Element and are difficult to predict. Examples of such risks and
uncertainties include, but are not limited to: (i) ) if the reverse
stock split is approved and implemented and the market price of the
Company's common stock declines, the percentage decline may be
greater than would occur in the absence of the reverse stock split;
(ii) there can be no assurance that the reverse stock split will
increase the per share price for the Company's common stock or
result in a permanent increase in the per share price, which
depends on many factors, including our performance, prospects and
other factors that may be unrelated to the number of shares
outstanding; (iii) the Company will have fewer shares that are
publicly traded which may result in a decline of the trading
liquidity of the Company's common stock may decline; (iv) if in the
future the market price of the Company's common stock following the
reverse stock split may not exceed or remain higher than the market
price prior to the reverse stock split; (v) the number of shares of
the Company's common stock available for future issuance will
effectively be increased after the reverse stock split, which
potentially allows the Company to raise additional capital in the
future through the issuance and sale of equity securities from time
to time, as the Board of Directors may deem advisable, and the
issuance in the future of such additional authorized shares may
have the effect of diluting the earnings or loss per share and book
value per share, as well as the ownership and voting rights of the
holders of our then-outstanding shares of capital stock; (vi) Net
Element's ability to successfully expand in existing markets and
enter new markets; (vii) Net Element's ability to successfully
manage and integrate any acquisitions of businesses, solutions or
technologies; (viii) unanticipated operating costs, transaction
costs and actual or contingent liabilities; (ix) the ability to
attract and retain qualified employees and key personnel; (x)
adverse effects of increased competition on Net Element's business;
(xi) changes in government licensing and regulation that may
adversely affect Net Element's business; (xii) the risk that
changes in consumer behavior could adversely affect Net Element's
business; (xiii) Net Element's ability to protect its intellectual
property; (xiv) local, industry and general business and economic
conditions; (xv) adverse effects of potentially deteriorating
U.S.-Russia relations, including, without limitation, over a
conflict related to Ukraine, including a risk of further U.S.
government sanctions or other legal restrictions on U.S. businesses
doing business in Russia. Additional factors that could cause
actual results to differ materially from those expressed or implied
in the forward-looking statements can be found in the most recent
annual report on Form 10-K and the subsequently filed quarterly
reports on Form 10-Q and current reports on Form 8-K filed by Net
Element with the Securities and Exchange Commission. Net Element
anticipates that subsequent events and developments may cause its
plans, intentions and expectations to change. Net Element assumes
no obligation, and it specifically disclaims any intention or
obligation, to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
expressly required by law.