Registration
No. 333-212591
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
NET ELEMENT, INC.
(Exact name of registrant as specified
in its charter)
__________________________
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Delaware
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90-1025599
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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3363 NE 163rd Street, Suite 705
North Miami Beach, Florida 33160
(305) 507-8808
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(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
__________________________
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Jonathan New
Chief Financial Officer
Net Element, Inc.
3363 NE 163rd Street, Suite 705
North Miami Beach, Florida 33160
(305) 507-8808
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(Name, Address, Including Zip Code, and
Telephone Number, including Area Code, of Agent for Service)
__________________________
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Copy to:
Serge Pavluk, Esq.
Snell & Wilmer L.L.P.
600 Anton Blvd, Suite 1400
Costa Mesa, California 92626
Telephone: (714) 427-7000
Facsimile: (714) 427-7799
__________________________
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Approximate date of commencement of
proposed sale to the public
: Not applicable.
If the only securities being registered
on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box: ☐
If any of the securities being registered
on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, please check the following box: ☐
If this form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2
of the Exchange Act (check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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__________________________
EXPLANATORY NOTE—DEREGISTRATION
OF SECURITIES
This post-effective
amendment relates to the Registration Statement on Form S-1 (File No. 333-212591), originally filed by Net Element, Inc., a Delaware
corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on July 20,
2016 (as amended, the “Registration Statement”), registering 2,794,674 shares of the Company’s common stock (the
“Common Stock”) for resale, from time to time, by the selling securityholder named in the Registration Statement. The
Registration Statement was declared effective by the Commission on August 30, 2016.
Pursuant to the Registration
Statement, the total number of shares of common stock that may be issued under Purchase Agreement (as defined in the Registration
Statement), will be limited to 2,362,724 shares of Common Stock, which equals 19.99% of our outstanding shares of common stock
as of the date of the Purchase Agreement, unless stockholder approval is obtained to issue more than such 19.99%. 2,362,724 shares
of Common Stock have been issued under Purchase Agreement, and stockholder approval has not been obtained to issue more than such
19.99%. Accordingly, the Company has no further obligation to maintain effectiveness of the Registration Statement. In accordance
with an undertaking made by the Company in the Registration Statement to remove from registration by means of a post-effective
amendment any securities which remain unsold at the termination of the offering, this post-effective amendment is being filed to
terminate the effectiveness of the Registration Statement and to remove from registration all securities registered but not sold
under the Registration Statement. As a result of this deregistration, no securities remain registered for resale pursuant to the
Registration Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the city of North Miami Beach, State of Florida on July 7, 2017.
NET ELEMENT, INC.
By:
/s/ Jonathan New
Name: Jonathan New
Title: Chief Financial Officer
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