Unregistered Sales of Equity

On November 14, 2017, Net Element, Inc. (the Company) filed a Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 (the 3rd Quarter 10-Q), reporting under Part II, Item 2 of 3rd Quarter 10-Q (Unregistered Sales of Equity Securities and Use of Proceeds) the sale through November 14, 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).

After the filing date of the 3rd Quarter 10-Q through the filing date of this Current Report on Form 8-K, the Company has sold an aggregate of an additional 349,555 shares of common stock (the Shares) to Cobblestone in multiple transactions, with the sales to Cobblestone on Dece mber 11, 2017 resulting in greater than 5% of the Companys outstanding common stock sold in unregistered transactions since the filing date of the 3rd Quarter 10-Q.

The Company received total consideration of $1,350,000 for the Shares. 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. Reflecting the issuance of the Shares, as of the filing date of this Current Report on Form 8-K, the Company had 2,819,120 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: December 15, 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:

Net Element International director just disposed of 4,895 shares - Sept. 4, 2018

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