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) August 3, 2017
Net Element, Inc.
(Exact Name of Registrant as Specified in Charter)
|
Delaware |
001-34887 |
90-1025599 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer |
|
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:
| 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)) |
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 o
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 3.02 | Unregistered Sales of Equity Securities. |
As previously reported on the Current Report on Form 8-K filed by Net Element, Inc. (the “Company”) on July 7, 2017, in consideration for entering into the Common Stock Purchase Agreement dated as of July 5, 2017 (the “Purchase Agreement”) between the Company and Cobblestone Capital Partners LLC (“Cobblestone Capital”), the Company was obligated, upon the earlier of (i) on or one business day after the Commission declares effective the registration statement referred to the Purchase Agreement or (ii) six months after the date of the Purchase Agreement, to issue to Cobblestone Capital such number of shares of Common Stock that would have a value equivalent to $200,000 calculated using the average of volume weighted average price for the Common Stock during the 3 trading days period immediately preceding the date of issuance of such shares (the “Commitment Shares”). Under the Purchase Agreement, the Commitment Shares are deemed to have been vested and earned as of the date the Purchase Agreement was executed.
Accordingly, on August 3, 2017, the Company issued to Cobblestone Capital 456,761 shares of the Company common stock based on the price of $0.4379 per share. Such shares of common stock of the Company were issued to Cobblestone Capital 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.
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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: August 4, 2017 | ||
| NET ELEMENT, INC. | ||
| By: | /s/ Jonathan New | |
| Name: Jonathan New | ||
| Title: Chief Financial Officer | ||
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