On July 1, 2016, Net Element, Inc. (the Company) opted to exchange a tranche in the aggregate amount of $100,000 for 62,596 shares of the Company common stock based on the exchange price of $1.5976 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 t his Report is hereby incorporated by reference into this Item 3.02.

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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: July 1, 2016

NET ELEMENT, INC.

By:

/s/ Jonathan New

Name: Jonathan New

Title: Chief Financial Officer

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