Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
NET ELEMENT, INC.
(Exact name of registrant as specified
in its charter)
__________________________
Delaware
|
|
90-1025599
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
3363 NE 163rd Street, Suite 705
North Miami Beach, Florida 33160
(305) 507-8808
|
|
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
__________________________
|
|
Jonathan New
Chief Financial Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, Florida 33160
(305) 507-8808
|
|
(Name, Address, Including Zip Code, and
Telephone Number, including Area Code, of Agent for Service)
__________________________
|
|
Copy to:
Serge Pavluk, Esq.
Snell & Wilmer L.L.P.
600 Anton Blvd, Suite 1400
Costa Mesa, California 92626
Telephone: (714) 427-7000
Facsimile: (714) 427-7799
__________________________
|
|
Approximate date of commencement of
proposed sale to the public
: Not applicable.
If the only securities being registered
on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box:
¨
If any of the securities being registered
on this Form 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, please check the following box:
¨
If this form 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 form is a post-effective amendment
filed 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 form 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 form 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, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act (check one):
Large accelerated filer
|
¨
|
Accelerated filer
|
¨
|
Non-accelerated filer
|
¨
|
Smaller reporting company
|
x
|
__________________________
EXPLANATORY NOTE—DEREGISTRATION
OF SECURITIES
This post-effective
amendment relates to the Registration Statement on Form S-1 (File No. 333-212591), originally filed by Net Element, Inc., a Delaware
corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on July 20,
2016 (as amended, the “Registration Statement”), registering 2,794,674 shares of the Company’s common stock (the
“Common Stock”) for resale, from time to time, by the selling securityholder named in the Registration Statement. The
Registration Statement was declared effective by the Commission on August 30, 2016.
Pursuant to the Registration
Statement, the total number of shares of common stock that may be issued under Purchase Agreement (as defined in the Registration
Statement), will be limited to 2,362,724 shares of Common Stock, which equals 19.99% of our outstanding shares of common stock
as of the date of the Purchase Agreement, unless stockholder approval is obtained to issue more than such 19.99%. 2,362,724 shares
of Common Stock have been issued under Purchase Agreement, and stockholder approval has not been obtained to issue more than such
19.99%. Accordingly, the Company has no further obligation to maintain effectiveness of the Registration Statement. In accordance
with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective
amendment any securities which remain unsold at the termination of the offering, this post-effective amendment is being filed to
terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold
under the Registration Statement. As a result of this deregistration, no securities remain registered for resale pursuant to the
Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-1 and has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned,
thereunto duly authorized, in Miami, Florida on July 17, 2017.
|
NET ELEMENT, INC.
|
|
|
|
|
By:
|
/s/ Jonathan New
|
|
|
Name: Jonathan New
|
|
|
Title: Chief Financial Officer
|
POWER OF ATTORNEY
The officers and directors of Net Element, Inc. whose signatures
appear below, hereby constitute and appoint Jonathan New and Oleg Firer, and each of them severally, their true and lawful attorney-in-fact
and agent, with full power of substitution, with power to act alone, to sign and execute on behalf of the undersigned any and all
amendments to this Registration Statement on Form S-1, including post-effective amendments and any Registration Statement filed
pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”), and each of the undersigned
does hereby ratify and confirm all that said attorney-in-fact and agent, or his substitutes, shall do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates
indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Oleg Firer
|
|
Chief Executive Officer and Director
|
|
July 17, 2017
|
|
Oleg Firer
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan New
|
|
Chief Financial Officer
|
|
July 17, 2017
|
|
Jonathan New
|
|
(Principal Financial Officer; Principal
|
|
|
|
|
|
Accounting Officer)
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 17, 2017
|
|
Kenges Rakishev
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 17, 2017
|
Howard Ash
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 17, 2017
|
James Caan
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 17, 2017
|
Drew Freeman
|
|
|
|
|
/s/ Jonathan New
|
Jonathan New, as attorney-in-fact
July 17, 2017
|
Net Element (NASDAQ:NETE)
Historical Stock Chart
From Aug 2024 to Sep 2024
Net Element (NASDAQ:NETE)
Historical Stock Chart
From Sep 2023 to Sep 2024