Unregistered Sales of Equity

On February 8, 2017, the Company opted to present ESOUSA HOLDINGS, LLC, a New York limited liability company (ESOUSA), with a purchase notice directing ESOUSA to purchase 1,161,442 shares of the Companys common stock for the aggregate purchase price of $1,000,000 (or $0.861 per share) 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.

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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: February 10, 2017

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:

Securities to be offered to employees in employee benefit plans - Dec. 3, 2018
Departure of Directors or Certain - Nov. 29, 2018

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