UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported) August 11, 2020

 

Net Element, Inc.

 

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-34887

 

90-1025599

(State or Other Jurisdiction
of Incorporation)

 

(Commission File
Number)

 

(IRS Employer
Identification No.)

 

 

 3363 NE 163rd Street, Suite 705, North Miami Beach, FL

33160   
 

(Address of Principal Executive Offices)

(Zip Code)  

 

 

(305) 507-8808

 
 

(Registrant’s telephone number, including area code)

 
     
 

Not Applicable

 
 

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

NETE

The Nasdaq Stock Market, LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company           ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 
 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

A.     Amendment to Master Exchange Agreement.

 

As contemplated by the Agreement and Plan of Merger, dated as of August 4, 2020, among Mullen Technologies, Inc. (“Mullen”), Net Element, Inc., a Delaware corporation (the “Company”) and Mullen Acquisition, Inc., a California corporation and a wholly-owned subsidiary of the Company (the “Merger Agreement”), on August 11, 2020, the Company, as lender, entered into an unsecured Promissory Note, dated August 11, 2020 (the “Note”), with Mullen.

 

Pursuant to the Note, Mullen borrowed from the Company $500,000. Prior to maturity of the loan, the principal amount of the loan will carry an interest rate of 14% per annum compounded monthly and payable upon demand. This loan will mature on the earlier of (i) the date that the Merger Agreement is terminated for any reason by any party thereto and (ii) the Merger Effective Time (as defined in the Merger Agreement). Copy of the Merger Agreement was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on August 5, 2020.

 

The Note contains customary representations, warranties, events of default, remedies and covenants, each fully detailed in the attached hereto copy of the Note.

 

The foregoing description of the Note does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Note, a copy of which was filed as Exhibit 10.4 to the Company’s Quarterly Report filed with the U.S. Securities and Exchange Commission on August 13, 2020. Such Exhibit 10.4 is incorporated herein by reference. All readers are encouraged to read the entire text of such document.

 

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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: August 17, 2020

 

  NET ELEMENT, INC.
   
   
  By: /s/ Jeffrey Ginsberg  
  Name: Jeffrey Ginsberg
  Title: Chief Financial Officer

 

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