Unregistered Sales of Equity

On December 12, 2017, Net Element, Inc. (the Company) filed a Current Report on Form 8-K (the December 12th 8-K) reporting under Item 3.02 the sales through December 12, 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 December 12th 8-K through the filing date of this Current Report on Form 8-K, the Company has sold an aggregate of an additional 536,767 shares of common stock (the Shares) to Cobblestone in multiple transactions, with the sales to Cobblestone on December 26, 2017 resulting in greater than 5% of the Companys outstanding common stock sold in unregistered transactions since the fi ling date of the December 12th 8-K.

The Company received total consideration of $2,683,835 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 3,355,887 shares of common stock outstanding.



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 29, 2017



/s/ Jonathan New

Name:Jonathan New

Title:Chief Financial Officer


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