Creation of a Direct Financial Obligation or an Obligation under an

On August 31, 2016, Net Element, Inc. (the Company) opted to exchange a tranche in the aggregate amount of $200,000 for 156,546 shares of the Company common stock based on the exchange price of $1.2776 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.

2

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 31, 2016

NET ELEMENT, INC.

By:

/s/Jonathan New

Name:

Jonathan New

Title:

Chief Financial Officer

3

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Other recent filings from the company include the following:

Registration statement under Securities Act of 1933 - April 18, 2018
Net Element Reports Full-Year 2017 Financial Results And Provides Business Update - April 2, 2018
Net Element International Just Filed Its Annual Report: Net Loss per Sh... - April 2, 2018
Net Element International director just declared ownership of no shares of Net Element International - March 28, 2018
Net Element Appoints Seasoned Fintech Executive To Board Of Directors - March 26, 2018

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