As previously reported on the Current Report on Form 8-K filed by Net Element, Inc. (the Company) on July 7, 2016, in consideration for entering into the Common Stock Purchase Agreement dated as of July 6, 2016 (the Purchase Agreement) between the Company and ESOUSA HOLDINGS, LLC, a New York limited liability company (ESOUSA), the Company was obligated, upon the earlier of (i) on or 1 business day after the SEC declares effective the registration statement referred to the Purchase Agreement or (ii) six months after the date of the Purchase Agreement, to issue to ESOUSA 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 immediate ly 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 31, 2016, the Company issued to ESOUSA 131,171 shares of the Company common stock based on the price of $1.5247 per share. Such shares of common stock of the Company were issued to ESOUSA 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.



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: September 1, 2016



/s/ Jonathan New


Jonathan New


Chief Financial Officer


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Other recent filings from the company include the following:

Net Element Appoints Jon ‘Dr. J’ Najarian To Board Of Directors - March 8, 2018
Registration statement under Securities Act of 1933 - March 6, 2018
As of the date of filing of this Current Report on Form - March 6, 2018

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