Current Report Filing (8-k)
September 12 2016 - 5:02PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported) September 9, 2016
Net Element, Inc.
(Exact Name of Registrant as Specified
in Charter)
Delaware
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001-34887
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90-1025599
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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3363 NE 163rd Street, Suite
705, North Miami Beach, FL 33160
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(Address of Principal Executive Offices) (Zip Code)
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(305)
507-8808
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 2.03 Creation of a Direct Financial Obligation or
an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On September 9, 2016, Net Element, Inc.
(the “Company”) opted to exchange a tranche in the aggregate amount of $100,000 for 90,138 shares of the Company common
stock based on the “exchange price” of $1.11 per share for this tranche pursuant to the Master Exchange Agreement,
(the “Agreement”) with Crede CG III, Ltd. (“Crede”). The Agreement and its terms were disclosed in our
Current Report on Form 8-K filed on May 3, 2016. Such shares of common stock of the Company were issued to Crede under an exemption
from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon
Section 3(a)(9) of the Securities Act.
Item 3.02 Unregistered Sales of
Equity Securities.
The disclosure provided in Item 2.03 of
this Report is hereby incorporated by reference into this Item 3.02.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2016
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NET ELEMENT, INC.
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By:
/s/
Jonathan New
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Name: Jonathan New
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Title: Chief Financial Officer
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