Creation of a Direct Financial Obligation or an Obligation under an

On April 26, 2017, Net Element, Inc. (the Company) opted to exchange a tranche in the aggregate amount of $75,000 for 102,351 shares of the Company common stock based on the exchange price of $0.7328 per share for this tranche pursuant to the Master Exchange Agreement (as amended, 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 and our Current Report on Form 8-K filed on March 8, 2017. 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 Sec urities.

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



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: April 26, 2017



/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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