Creation of a Direct Financial Obligation or an Obligation under an

On September 16, 2016, Net Element, Inc. (the Company) opted to exchange a tranche in the aggregate amount of $200,000 for 194,175 shares of the Company common stock based on the exchange price of $1.03 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.

(a)On September 15, 2016, the Company opted to pr esent ESOUSA HOLDINGS, LLC, a New York limited liability company (ESOUSA), with a purchase notice directing ESOUSA to purchase 454,546 shares of the Companys common stock for the aggregate purchase price of $500,000 pursuant to the Common Stock Purchase Agreement (the SPA) with ESOUSA. The SPA and its terms were disclosed in our Current Report on Form 8-K filed on July 12, 2016. 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.

(b)The disclosure provided in Item 2.03 of this Report is hereby incorporated by reference into this Item 3.02.

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 16, 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:

Net Element International releases salary data. CEO sees compensation fall -51% - Oct. 10, 2018

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