via InvestorWire -- Net Element, Inc. (NASDAQ:
NETE) (“Net Element” or the
“Company”), today issues the following update on the pending merger
with privately held Mullen Technologies, Inc. (“Mullen”), a
Southern California-based electric vehicle (“EV”) company, in a
stock-for-stock reverse merger in which, subject to the merger
being consummated, Mullen’s stockholders will receive a majority of
the outstanding stock in the post-merger Company.
Dear Fellow Shareholders,
Since announcing on Dec. 29, 2020, that the
Company entered into the First Amendment (the “Amendment”) to
Agreement and Plan of Merger dated as of Aug. 4, 2020 (the “Merger
Agreement”), we have received a number of inquiries from
shareholders requesting an update on the status of the Merger.
We would like to reassure our shareholders that
we continue working diligently on the pending merger with Mullen as
we combine financial results of both companies for the period
ending Dec. 31, 2020.
As outlined in the Dec. 29, 2020, Amendment, the parties to the
transaction agreed to extend the Outside Date referenced in the
Merger Agreement to March 31, 2021. In addition, pursuant to
the Amendment, the Company and Mullen agreed that, if the
registration statement on Form S-4 (with the merger proxy statement
included as part of the prospectus) was not filed with the U.S.
Securities and Exchange Commission (the “SEC”) on or prior to Jan.
15, 2021, then Mullen would pay the Company an agreed sum of
$13,333 per day (the “Late Fee”) until such registration statement
(with the merger proxy statement included as part of the
prospectus) is filed with the SEC. To date, the Company has
recorded an aggregate of $653,317 in Late Fee income due from
Mullen.
According to Mullen, the company continues to
make great strides in its development while working on the
contemplated merger.
Additional details regarding the merger,
including the complete Merger Agreement, can be found in Net
Element’s report on Form 8-K, which was filed with the Securities
and Exchange Commission (SEC) on Aug. 5, 2020, and may be obtained
from the SEC website at https://sec.report/CIK/0001499961.
Sincerely,
Oleg FirerExecutive Chairman
About Net ElementNet Element,
Inc. (NASDAQ: NETE) operates a payments-as-a-service transactional
and value-added services platform for small to medium enterprise
("SME") in the U.S. and selected emerging markets. In the U.S., the
Company aims to grow transactional revenue by innovating SME
productivity services using various technology solutions and
Aptito, the Company’s cloud-based, restaurant and retail
point-of-sale solution. Internationally, Net Element's strategy is
to leverage its omnichannel platform to deliver flexible offerings
to emerging markets with diverse banking, regulatory and
demographic conditions. Net Element was ranked as one of the
fastest growing companies in North America on Deloitte's 2017 and
2018 Technology Fast 500™. In 2017, the Company was recognized by
South Florida Business Journal as one of 2016's fastest-growing
technology companies. Further information is available at
www.NetElement.com.
About Mullen TechnologiesMullen
Technologies is a Southern California-based licensed electric
vehicle manufacturer with international distribution that operates
in various verticals of businesses focusing on the automotive
industry: Mullen Automotive, Mullen Energy, Mullen Auto Sales,
Mullen Funding Corp. and CarHub. Each of these divisions provides
Mullen with diversity of different products and services within the
automotive industry. For more information, please visit:
www.MullenUSA.com.
Forward-Looking
StatementsSecurities Exchange Act of 1934, as amended. Any
statements contained in this press release that are not statements
of historical fact may be deemed forward-looking statements. Words
such as "continue," "will," "may," "could," "should," "expect,"
"expected," "plans," "intend," "anticipate," "believe," "estimate,"
"predict," "potential" and similar expressions are intended to
identify such forward-looking statements. All forward-looking
statements involve significant risks and uncertainties that could
cause actual results to differ materially from those expressed or
implied in the forward-looking statements, many of which are
generally outside the control of Net Element and are difficult to
predict. Examples of such risks and uncertainties include, but are
not limited to, whether shareholders of the Company will vote to
approve the merger and other transactions contemplated in the
merger agreement that require Net Element’s shareholders’ approval;
whether regulatory approvals to the contemplated transaction will
be received; and whether all other conditions precedent to the
transaction referenced in the merger agreement will materialize
and, if so, whether shareholders of the Company will realize any
benefit from the merger. Additional examples of such risks
and uncertainties include, but are not limited to: (i) Net
Element's ability (or inability) to obtain additional financing in
sufficient amounts or on acceptable terms when needed, including as
required in one of the closing conditions of the merger agreement,
and the risk of dilution to Net Element’s shareholders as a result
of the transactions (including obtaining additional financing)
contemplated in the merger agreement; (ii) Net Element's ability to
maintain existing, and secure additional, contracts with users of
its payment processing services; (iii) Net Element's ability to
successfully expand in existing markets and enter new markets; (iv)
Net Element's ability to successfully manage and integrate any
acquisitions of businesses, solutions or technologies; (v)
unanticipated operating costs, transaction costs and actual or
contingent liabilities; (vi) the ability to attract and retain
qualified employees and key personnel; (vii) adverse effects of
increased competition on Net Element's business; (viii) changes in
government licensing and regulation that may adversely affect Net
Element's business; (ix) the risk that changes in consumer behavior
could adversely affect Net Element's business; (x) Net Element's
ability to protect its intellectual property; (xi) local, industry
and general business and economic conditions; and (xii) adverse
effects of potentially deteriorating U.S.-Russia relations,
including, without limitation, over a conflict related to Ukraine,
including a risk of further U.S. government sanctions or other
legal restrictions on U.S. businesses doing business in Russia.
Additional factors that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements can be found in the most recent annual report on Form
10-K, quarterly reports on Form 10-Q and current reports on Form
8-K filed by Net Element with the Securities and Exchange
Commission. Net Element anticipates that subsequent events and
developments may cause its plans, intentions and expectations to
change. Net Element assumes no obligation, and it specifically
disclaims any intention or obligation, to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by
law.
Contact:Net Element, Inc.+1
(786) 923-0502www.netelement.comMedia@NetElement.com
Corporate
Communications:InvestorBrandNetwork (IBN)Los Angeles,
Californiawww.InvestorBrandNetwork.com310.299.1717
OfficeEditor@InvestorBrandNetwork.com
Net Element (NASDAQ:NETE)
Historical Stock Chart
From Apr 2024 to May 2024
Net Element (NASDAQ:NETE)
Historical Stock Chart
From May 2023 to May 2024