MIAMI, FL — (Marketwired) — 10/16/15 — (NASDAQ: NETE) (“Net Element” or the “Company”), a provider of global mobile payment technology solutions and value-added transactional services, today announced the termination of $5 million senior convertible notes, which were announced as part of the financing on May 1, 2015 and extended through moratorium agreement with the investors until October 10, 2015.
As previously reported on Form 8-K filed with the Securities and Exchange Commission (SEC) on August 4, 2015, Net Element entered into two letter agreements dated August 4, 2015 with the certain qualified institutional investors and certain accredited investors listed in the Securities Purchase Agreement (the “Letter Agreement”). Among other things, the Letter Agreements provided that, absent a written agreement otherwise, all Notes (as defined in the Letter Agreements) will be automatically (i.e., without any further action by the Company or the investors) null and void as of the Moratorium Date with no obligations or liabilities whatsoever on the Company relating thereto; (ii) the investor–s right to purchase, and the Company–s obligation to issue, Additional Notes and Additional Warrants (each, as defined in the Debt Securities Purchase Agreement) will be automatically (i.e., without further action by the Company or the investors) null and void as of the Moratorium Date with no obligations or liabilities whatsoever of the Company relating thereto; and (iii) within five (5) business days from the Moratorium Date, the investors will return to the Company the originals of all Notes for cancellation by the Company. The Moratorium Date (as extended to 11:59 pm EST on October 11, 2015 as previously reported on Current Reports on Form 8-K filed with the Securities and Exchange Commission on September 3, 2015, September 14, 2015, and October 1, 2015, respectively) has expired.
As a result of the expiration of the Moratorium Date, the Company–s indebtedness and all obligations under the Notes, as well as the Company–s obligation to issue Additional Notes and Additional Warrants, are cancelled effective as of 11:59 pm EST on October 11, 2015.
“We felt that termination of such convertible securities was necessary to stop further dilution to shareholders and give the Company an opportunity to rebuild its shareholder value,” commented Oleg Firer, CEO of Net Element.
Additional information regarding termination of convertible notes may be found in Net Element–s Current Report on Form 8-K, which was filed with the Securities and Exchange Commission (SEC) on October 15, 2015, and may be obtained from the SEC–s Internet website at .
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 offering innovative SME productivity services including 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, CIS, EAEU, India and Latin America. It maintains offices in Miami, FL, Cyprus and Russia. Further information is available at .
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 secure any additional financing and if such additional financing will be adequate to meet the Company–s objectives. 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) Net Element–s ability (or inability) to obtain additional financing in sufficient amounts or on acceptable terms when needed; (ii) Net Element–s ability to maintain existing, and secure additional, contracts with users of its payment processing services; (iii) Net Element–s ability to successfully expand in existing markets and enter new markets; (iv) Net Element–s ability to successfully manage and integrate any acquisitions of businesses, solutions or technologies; (v) unanticipated operating costs, transaction costs and actual or contingent liabilities; (vi) the ability to attract and retain qualified employees and key personnel; (vii) adverse effects of increased competition on Net Element–s business; (viii) changes in government licensing and regulation that may adversely affect Net Element–s business; (ix) the risk that changes in consumer behavior could adversely affect Net Element–s business; (x) Net Element–s ability to protect its intellectual property; (xi) local, industry and general business and economic conditions; (xii) 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.
Contact:
Media
Net Element, Inc.
+1 (786) 923-0502
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