Item 3.02 Unregistered Sales of Equity Securities.

The disclosure provided in Part B of Item 1.01 of this Report is hereby incorporated by reference into this Item 3.02.

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

A. On August 28, 2020, the Compensation Committee (the "Committee") of the Board of Directors of Net Element, Inc. (the "Company"), as part of the 2019 incentive compensation, approved and authorized grants of the following equity awards pursuant to the Company's 2013 Equity Incentive Compensation Plan, as amended (the "Plan"):





  (i) 27,000 shares of the Company common stock, vesting immediately on the grant
      date, to Steven Wolberg, the Chief Legal Officer of the Company; and




  (ii) 10,000 shares of the Company common stock, vesting immediately on the grant
       date, to Jefferey Ginsberg, the Chief Financial Officer of the Company.





B. In addition, on August 28, 2020, the Committee, as part of the 2019 incentive compensation, approved and authorized grants of the following equity awards outside of the Plan and subject to and contingent upon the Company shareholders' approval for purposes of compliance with the Nasdaq Rule 5635(c):





  (i) 119,361 restricted shares of the Company common stock, vesting immediately
      on the grant date, to Oleg Firer, the Chief Executive Officer of the
      Company;




  (ii) 12,287 restricted shares of the Company common stock, vesting immediately
       on the grant date, to Steven Wolberg, the Chief Legal Officer of the
       Company; and




  (iii) 4,824 restricted shares of the Company common stock, vesting immediately
        on the grant date, to Jefferey Ginsberg, the Chief Financial Officer of
        the Company.



Such restricted shares common stock of the Company will be not issued and will be deemed forfeited if such shareholders' approval is not obtained until March 31, 2021.

If such shareholders' approval is obtained until March 31, 2021, such restricted shares of common stock of the Company would be issuable to each of Mr. Firer, Mr. Wolberg and Mr. Ginsberg under an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), in reliance upon Section 4(a)(2) of the Securities Act.





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