Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of report (Date of earliest event reported) August 9, 2016





Net Element, Inc.

(Exact Name of Registrant as Specified in Charter)


Delaware  001-34887  90-1025599
(State or Other Jurisdiction
of Incorporation)
  (Commission File
  (IRS Employer
Identification No.)


3363 NE 163rd Street, Suite 705, North Miami Beach, FL 33160
           (Address of Principal Executive Offices)               (Zip Code)


(305) 507-8808
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)


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:


oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


On August 9, 2016, Net Element, Inc. (the “Company”) opted to exchange a tranche in the aggregate amount of $200,000 for 104,942 shares of the Company common stock based on the “exchange price” of $1.9058 per share for this tranche pursuant to the Master Exchange Agreement, (the “Agreement”) with Crede CG III, Ltd. (“Crede”). The Agreement and its terms were disclosed in our Current Report on Form 8-K filed on May 3, 2016. Such shares of common stock of the Company were issued to Crede under an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon Section 3(a)(9) of the Securities Act.


Item 3.02 Unregistered Sales of Equity Securities.


The disclosure provided in Item 2.03 of this Report is hereby incorporated by reference into this Item 3.02.








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: August 9, 2016


  By:  /s/ Jonathan New
  Name: Jonathan New
  Title: Chief Financial Officer