SOURCE: Net Element, Inc.

Net Element, Inc.

October 08, 2015 08:45 ET

Net Element Announces Filing of Preliminary Proxy Statement for Reverse Stock Split

Special Meeting of Stockholders to Approve Reverse Stock Split in Order to Achieve Compliance With NASDAQ's Minimum Bid Price Requirement

MIAMI, FL--(Marketwired - Oct 8, 2015) - Net Element, Inc. (NASDAQ: NETE) ("Net Element" or the "Company"), a provider of global mobile payment technology solutions and value-added transactional services, announced today that it will hold a special meeting of stockholders to approve amendments to the Company's certificate of incorporation, which would effect a reverse stock split of the Company's common stock at a ratio of between 1 for 20 and 1 for 30, inclusive, which ratio will be selected at the sole discretion of the Company's board of directors and to approve the issuance by the Company of restricted shares of common stock issuable pursuant to the terms of the Insider Financing agreement dated September 11, 2015.

The reverse stock split and the Insider Financing agreement are subject to the approval of Net Element's shareholders. The Company filed a preliminary proxy statement with the SEC today for a special meeting of shareholders at which time the above referenced approvals will be sought. The date and other details of the special meeting will be communicated to shareholders at a later date. The Company currently expects to complete the reverse split by the end of the fourth quarter of 2015.

"Our intent is to continue to trade on the NASDAQ Capital Market," said Oleg Firer, CEO of Net Element. "To that end and after careful evaluation of our options, we have decided to pursue a reverse stock split to regain compliance with the minimum bid price requirement of the NASDAQ Capital Market. In addition to our goal of sustaining our NASDAQ listing, we believe a higher share price resulting from a reverse stock split could help broaden our shareholder base by increasing the number of potential long-term investors."

Stockholders and investors are urged to read the Company's Preliminary Proxy Statement that is being filed today in preliminary form with the SEC in connection with the proposed amendments to the certificate of incorporation and the reverse stock split. These materials contain important information regarding the reverse stock split and may be obtained from the SEC's Internet website at http://www.sec.gov. A copy of the Preliminary Proxy Statement may also be obtained from Net Element through its investor relations section of the website.

About Net Element

Net Element, Inc. (NASDAQ: NETE) operates a payments-as-a-service platform for small to medium enterprise ("SME") in the US, Russian Federation and other international markets. In the US it aims to grow transactional revenue by innovating SME productivity services such as its cloud based, restaurant point-of-sale solution Aptito. Internationally, Net Element's strategy is to leverage its omni-channel platform to deliver flexible offerings to emerging markets with diverse banking, regulatory and demographic conditions such as UAE, Kazakhstan, India and Latin America. It maintains offices in Miami, FL and in Russia. Further information is available at www.netelement.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this press release that are not statements of historical fact may be deemed forward-looking statements. Words such as "continue," "will," "may," "could," "should," "expect," "expected," "plans," "intend," "anticipate," "believe," "estimate," "predict," "potential," and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include, without limitation, whether Net Element can regain compliance with the minimum closing bid price requirements of NASDAQ for the Company's common stock, and there can be no assurance that the Company will continue to meet the other listing requirements of The NASDAQ Capital Markets. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of Net Element and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to: (i) ) if the reverse stock split is approved and implemented and the market price of the Company's common stock declines, the percentage decline may be greater than would occur in the absence of the reverse stock split; (ii) there can be no assurance that the reverse stock split will increase the per share price for the Company's common stock or result in a permanent increase in the per share price, which depends on many factors, including our performance, prospects and other factors that may be unrelated to the number of shares outstanding; (iii) the Company will have fewer shares that are publicly traded which may result in a decline of the trading liquidity of the Company's common stock may decline; (iv) if in the future the market price of the Company's common stock following the reverse stock split may not exceed or remain higher than the market price prior to the reverse stock split; (v) the number of shares of the Company's common stock available for future issuance will effectively be increased after the reverse stock split, which potentially allows the Company to raise additional capital in the future through the issuance and sale of equity securities from time to time, as the Board of Directors may deem advisable, and the issuance in the future of such additional authorized shares may have the effect of diluting the earnings or loss per share and book value per share, as well as the ownership and voting rights of the holders of our then-outstanding shares of capital stock; (vi) Net Element's ability to successfully expand in existing markets and enter new markets; (vii) Net Element's ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (viii) unanticipated operating costs, transaction costs and actual or contingent liabilities; (ix) the ability to attract and retain qualified employees and key personnel; (x) adverse effects of increased competition on Net Element's business; (xi) changes in government licensing and regulation that may adversely affect Net Element's business; (xii) the risk that changes in consumer behavior could adversely affect Net Element's business; (xiii) Net Element's ability to protect its intellectual property; (xiv) local, industry and general business and economic conditions; (xv) adverse effects of potentially deteriorating U.S.-Russia relations, including, without limitation, over a conflict related to Ukraine, including a risk of further U.S. government sanctions or other legal restrictions on U.S. businesses doing business in Russia. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 10-K and the subsequently filed quarterly reports on Form 10-Q and current reports on Form 8-K filed by Net Element with the Securities and Exchange Commission. Net Element anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. Net Element assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law.

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