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) April 28, 2016

 

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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
  
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
  
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
  
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

Item 1.01Entry into a Material Definitive Agreement.

 

On April 28, 2016, Net Element, Inc., a Delaware corporation (the “Company”), entered into a letter agreement (the “Agreement”) with RBL Capital Group, LLC (“RBL”). Pursuant to the Agreement, RBL agreed to an 90-day extension of the interest only period in the Revised Term Loan Note #1, dated July 31, 2014, (b) Revised Term Loan Note #2, dated February 10, 2015, and (c) Revised Term Loan Note #3, dated March 27, 2015, each issued by TOT Group, Inc., TOT Payments, LLC, TOT BPS, LLC, TOT FBS, LLC, Process Pink, LLC, TOT HPS, LLC and TOT New Edge, LLC, each a wholly-owned subsidiary of the Company (collectively, “Borrower”) to RBL (collectively, the “Notes”). Pursuant to the Agreement, the Company unconditionally and irrevocably guaranteed all of the Borrower’s obligations under the Notes as consideration for and as a condition precedent to RBL granting such 90-day extension.

 

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

 

Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure provided in Item 1.01 of this Report is hereby incorporated by reference into this Item 2.03.

 

Item 9.01Financial Statements and Exhibits

 

(d) Exhibits

 

10.1Letter agreement, dated as of April 28, 2016 between the Company and RBL Capital Group, LLC

 

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: April 28, 2016

 

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

 

3 

 

EXHIBIT INDEX

 

 

Exhibit No.   Description
     
10.1   Letter agreement, dated as of April 28, 2016 between the Company and RBL Capital Group, LLC

 

 

4