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 ) December 16, 2014

 

 

 

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))

 

 
 

 

Item 8.01 Other Events.

 

On December 16, 2014, Net Element, Inc. filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Amended and Restated Certificate of Incorporation, which increased authorized common stock of Net Element, Inc. to 200 million shares.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1   Certificate of Amendment to Amended and Restated Certificate of Incorporation, to increase authorized common stock to 200 million shares.

 

 
 

 

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 16, 2014 NET ELEMENT, INC.  
     
     
  By:  /s/ Jonathan New  
  Name:
Title: 		Jonathan New
Chief Financial Officer 		 

 

 
 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED COMMON STOCK TO 200 MILLION SHARES

 

Net Element, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

 

1.            The Corporation filed its original Certificate of Incorporation with the Secretary of State of the State of Delaware on October 2, 2012 (the “Original Certificate”).

 

2.            The Corporation amended and restated the Original Certificate by filing the Corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 2, 2012 (the “Amended and Restated Certificate”).

3.            The Corporation amended the Amended and Restated Certificate by filing an amendment thereto with the Secretary of State of the State of Delaware on December 5, 2013 (together with the Amended and Restated Certificate, the “Certificate.”)

 

4.            This Certificate of Amendment amends the provisions of the Certificate.

 

5.            Article IV Section A of the Certificate is hereby amended and restated in its entirety to be and read as follows:

 

“ ARTICLE IV : A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is 201,000,000 shares consisting of:

 

1. 200,000,000 shares of Common Stock, with a par value of $0.0001 per share (the “Common Stock”); and

 

2. 1,000,000 shares of Preferred Stock, with a par value of $0.01 per share (the “Preferred Stock”). ”

 

6.            Pursuant to resolution of its Board of Directors of the Corporation setting forth this proposed amendment of the Certificate, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration and approval, among other agenda items, of this proposed amendment, an annual meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

7.            This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

8.            All other provisions of the Certificate shall remain in full force and effect.

 

 
 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed this 16th day of December, 2014.

 

  NET ELEMENT, INC., a Delaware corporation
   
   
  By:  /s/ Steven Wolberg
  Name:
Title: 		Steven Wolberg
Chief Legal Officer