Current Report Filing (8-k)
March 06 2018 - 9:01AM
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
)
March 6, 2018
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
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33160
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(Address
of Principal Executive Offices)
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(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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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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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o
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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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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act.
o
Item 8.01 Other Events.
Net Element, Inc. (the “Company”)
issued a press release on December 20, 2017 that, as part of the Company’s development of a decentralized crypto-based ecosystem
to act as a framework for a number of value-added services that can connect merchants and consumers directly utilizing blockchain
technology, the Company partnered with Bunker Capital to develop and deploy such blockchain technology-based solutions. Pursuant
to a letter of intent between the Company and Bunker Capital, Bunker Capital was going to assist the Company with its development
of the blockchain technology, connection and the development of smart contracts, suitable models, and implementation of an initial
coin offering.
As of the date of filing of this Current
Report on Form 8-K, the Company has been focused on the development of the blockchain technology solutions and has not made any
commitment related to any digital securities offering and/or an initial coin offering should the Company decide to pursue such
an offering. As of the date of filing of this Current Report on Form 8-K, Bunker Capital has not performed for the Company any
services related to any digital securities offering and/or an initial coin offering.
Under the letter of intent, the Company
made a prepayment to Bunker Capital in the form of 19,000 shares of Company’s common stock. The Company and the technical
and business team of Bunker Capital had several strategy planning meetings to discuss the architecture of the ecosystem and related
intellectual property matters. On February 26, 2018, the Company terminated the relationship with Bunker Capital as the parties
did not reach a definitive agreement, and, as part of such termination, the Company asked Bunker Capital to return such shares
of the Company’s common stock. At this time, the Company does not know whether and how many shares will be returned.
The Company continues to work on the
business plan and technology schematics for such blockchain technology-based solution as part of its Netevia platform
utilizing its internal team of software engineers while continuing to assess the technical resources required to implement
the Company’s strategic initiatives in this regard.
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 6, 2018
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NET ELEMENT, INC.
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By:
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/s/
Jonathan New
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Name: Jonathan New
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Title: Chief Financial Officer
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