Unregistered Sales of Equity

On August 21, 2017, Net Element, Inc. (the Company) filed a Current Report on Form 8-K (the August 8-K) reporting under Item 3.02 the sale through August 21, 2017 of shares of its common stock to Cobblestone Capital Partners LLC (Cobblestone) in transactions that were not registered under the Securities Act of 1933, as amended (the Securities Act).

From the filing date of the August 8-K through the filing date of this Current Report on Form 8-K, the Company has sold an aggregate of an additional 2,144,025 shares of common stock (the Shares) to Cobblestone in multiple transactions (including the sales on September 28, 2017 and September 29, 2017), with the sale on September 25, 2017 resulting in greater than 5% of the Companys outstanding common stock sold in unre gistered transactions since the filing date of the August 8-K.

The Shares were sold to Cobblestone under an exemption from the registration requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act and pursuant to the Common Stock Purchase Agreement (the SPA) with Cobblestone. The SPA and its terms were disclosed in our Current Report on Form 8-K filed on July 7, 2017. The Company received total consideration of $985,500 for such shares of common stock.

As of the date of this filing, Cobblestone has informed the Company that it has sold all of the Shares pursuant to an effective resale registration statement. Reflecting the issuance of the Shares, as of the filing date of this Current Report on Form 8-K, the Company had 21,548,974 shares of common stock outstanding.

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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 29, 2017

NET ELEMENT, INC.

By:

/s/ Jonathan New

Name:Jonathan New

Title:Chief Financial Officer

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