Amended Current Report Filing (8-k/a)
March 22 2017 - 5:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event
reported
)
February 28, 2017
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY NOTE
Net
Element, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to its Current
Report on Form 8-K filed with the Securities and Exchange Commission on March 3, 2017 (the “Original Filing”) in order
to update and correct the disclosure in paragraph B of Item 5.02 of the Original Filing by removing a sentence regarding a contingent
$450,000 cash performance bonus to Oleg Firer, the Chief Executive Officer of the Company, as described below.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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B.
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Awards Outside 2013 Equity Incentive Compensation Plan,
as amended.
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On
February 28, 2017, in reliance on applicable exemption from the securities laws registration requirements and subject to the Corporation
shareholders’ approval for purposes of compliance with the Nasdaq Rule 5635(c), the Committee awarded to Oleg Firer, the
Chief Executive Officer of the Company, 471,388 restricted shares of the Company common stock as performance bonus. Such restricted
shares will be not issued and will be deemed forfeited if such shareholders’ approval is not obtained until the end of the
Corporation’s fiscal year 2017. Further, the Committee approved $300,000 cash performance bonus to Oleg Firer, payable when
the Company has sufficient capital to pay such cash bonus and cover the Company’s on-going monthly operations.
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: March 22, 2017
NET ELEMENT, INC.
By:
/s/ Jonathan New
Name: Jonathan New
Title: Chief Financial Officer
Net Element (NASDAQ:NETE)
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