UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K/A

CURRENT REPORT

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

Date of report (Date of earliest event reported) September 3, 2019

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.    ☐

EXPLANATORY NOTE

Net Element, Inc. (the “Company”) is filing this Amendment No. 1 on Form 8-K/A (this “Amendment”) to its Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2019 (the “Original Filing”) in order to correct the disclosure in the last paragraph Item 5.02 of the Original Filing with respect to the director compensation in shares of the Company’s common stock, as described below.

Item 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As a member of the Company’s Audit Committee, Mr. Wiegand will receive an annual retainer of $5,000. As a member of the Company’s Nominating and Corporate Governance Committee, Mr. Wiegand will receive an annual retainer of $2,500. As a Chairman of the Company’s Compensation Committee, Mr. Wiegand will receive an annual retainer of $15,000. Mr. Wiegand will also receive a grant of shares of the Company’s common stock equal in value to $15,000 per year (pro-rated for any partial calendar year for which he serves) based on the closing price of the Company’s common stock on the date of each such award, which shares will vest on a quarterly basis during the year of service. The Company will also reimburse Mr. Wiegand for all reasonable out-of-pocket expenses incurred in connection with his attendance at meetings of the Board of Directors and any committees thereof, including, without limitation, travel, lodging and meal expenses.

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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: September 4, 2019

NET ELEMENT, INC.

By:  /s/ Jeffrey Ginsberg           

Name: Jeffrey Ginsberg

Title:   Chief Financial Officer

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