Current Report Filing (8-k)
January 20 2017 - 4:01PM
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) January 19, 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:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.02 Unregistered Sales of
Equity Securities.
On January 19, 2017,
the Company opted to present ESOUSA HOLDINGS, LLC, a New York limited liability company (“ESOUSA”), with a purchase
notice directing ESOUSA to purchase 240,964 shares of the Company’s common stock for the aggregate purchase price of $200,000
(or $0.83 per share) pursuant to the Common Stock Purchase Agreement (the “SPA”) with ESOUSA. The SPA and its terms
were disclosed in our Current Report on Form 8-K filed on July 12, 2016. Such shares of common stock of the Company were issued
to ESOUSA under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities
Act”), in reliance upon Section 4(a)(2) of the Securities Act.
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: January 19, 2017
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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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