Unregistered Sales of Equity

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.

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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: September 1, 2016

NET ELEMENT, INC.

By:

/s/ Jonathan New

Name:

Jonathan New

Title:

Chief Financial Officer

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Other recent filings from the company include the following:

Major owner of Net Element International just disposed of 28,572 shares - June 12, 2018
Registration statement under Securities Act of 1933 - June 1, 2018

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