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) July 10, 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.

 

On July 10, 2020, Net Element, Inc., a Delaware corporation (the “Company”), entered into the Amendment No. 1 (the “Amendment”) to the binding letter of intent, dated June 12, 2020 (the “LOI”) with Mullen Technologies, Inc., a California corporation.

 

The LOI provided that the parties agreed to exclusive negotiations of the transactions contemplated in the LOI from June 12, 2020 until 11:59 p.m. Eastern Time on the date 30 days from the date of the LOI.

 

Pursuant to the Amendment, the parties agreed to extend such exclusivity period for an additional 30-day period, to expire on August 11, 2020.

 

The above description of the Amendment is intended as a summary only and is qualified in its entirety by the terms and conditions set forth therein. A copy of the Amendment is attached hereto as Exhibit 10.1 and is incorporated herein by this reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

10.1

Amendment No. 1, dated as of July 10, 2020, to the Binding Letter of Intent, dated June 12, 2020, between the Company and Mullen Technologies, Inc.

 

2
 

 

 

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: July 12, 2020

 

 

NET ELEMENT, INC.

 

 

By:  /s/ Jeffrey Ginsberg                    

Name:  Jeffrey Ginsberg

Title:    Chief Financial Officer

 

3
 

 

EXHIBIT INDEX

 

     

Exhibit No.   Description
     

10.1

 

Amendment No. 1, dated as of July 10, 2020, to the Binding Letter of Intent, dated June 12, 2020, between the Company and Mullen Technologies, Inc.

 

 

4

 

Exhibit 10.1

 

AMENDMENT No. 1 TO THE

BINDING LETTER OF INTENT
EXECUTED ON JUNE 12, 2020

 

 

THIS AMENDMENT NO. 1 (the “Amendment”) TO THE BINDING LETTER OF INTENT EXECUTED ON JUNE 12, 2020 (the “Letter of Intent”)is made as of July 10, 2020.

 

BETWEEN:

 

NET ELEMENT, INC.      (“NETE”)

 

AND:

 

MULLEN TECHNOLOGIES INC. (“Mullen”)

 

WHEREAS:

 

 

A.

On June 12, 2020, NETE and Mullen entered into the Letter of Intent that sets forth the principal terms of a proposed transaction through which NETE intends to acquire 100% of the applicable ownership interest of Mullen and its subsidiaries according to the terms of the Letter of Intent.

 

 

B.

NETE and Mullen are still completing due diligence on the proposed transaction and negotiating the definitive documents related to the proposed transactions.

 

 

C.

Section 17 of the Letter of Intent defines the term “Exclusivity Period” to be thirty days following the execution of the Letter of Intent. Both NETE and Mullen have agreed to extend the Exclusivity Period in the Letter of Intent an additional thirty days to August 11, 2020.

 

NOW THEREFORE, NETE and Mullen agree to amend the Letter of Intent by extending the Exclusivity Period by thirty days until August 11, 2020. All other provisions from the original Binding Letter of Intent shall remain unchanged.

 

IN WITNESS WHEREOF the parties have executed this Amendment as of the date above.

 

NETE ELEMENT, INC. ) MULLEN TECHNOLOGIES INC.

 

)

 

  )  
  ) /s/ David Michery
/s/ Oleg Firer ) David Michery, CEO
Oleg Firer, CEO )