UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
|
☐ |
Preliminary Proxy Statement |
☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|
☒ |
Definitive Proxy Statement |
||
|
☐ |
Definitive Additional Materials |
||
|
☐ |
Soliciting Material Pursuant to §240.14a-12 |
Net Element, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|
☒ |
No fee required. |
|
☐ |
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
|
1) |
Title of each class of securities to which transaction applies: |
|
|
2) |
Aggregate number of securities to which transaction applies: |
|
|
3) |
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it is determined): |
|
|
4) |
Proposed maximum aggregate value of transaction: |
|
|
5) |
Total fee paid: |
|
|
☐ |
Fee paid previously with preliminary materials. |
|
☐ |
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
|
1) |
Amount Previously Paid: |
|
|
2) |
Form, Schedule or Registration Statement No.: |
|
|
3) |
Filing Party: |
|
|
4) |
Date Filed: |
|
PROXY STATEMENT/PROSPECTUS
Supplement No. 2 to the Proxy Statement/Prospectus Dated July 22, 2021
This supplement (this “Supplement”) supplements the proxy statement/prospectus dated July 22, 2021 (the “proxy statement/prospectus”) that was mailed by Net Element, Inc., a Delaware corporation (“Net Element”), to its stockholders on or about July 26, 2021 in connection with the special meeting of Net Element to approve the proposed merger (the “Merger”) under the terms of the Second Amended and Restated Agreement and Plan of Merger dated as of July 20, 2021, as amended, (the “Restated Merger Agreement”) by and among Net Element, Mullen Acquisition, Inc., a California corporation and wholly-owned subsidiary of Net Element (“Merger Sub”), Mullen Technologies, Inc., a California corporation (“Mullen Technologies”) and Mullen Automotive, Inc., a California corporation and a wholly-owned subsidiary of Mullen Technologies (“Mullen”). Pursuant to the Merger Agreement, Merger Sub will merger with and into Mullen, with Mullen continuing as a wholly-owned subsidiary of Net Element. Capitalized terms used in this Supplement and not otherwise defined herein have the meanings specified in the proxy statement/prospectus.
THIS SUPPLEMENT DOES NOT AFFECT THE SPECIAL MEETING DATE, WHICH WILL BE HELD THURSDAY AUGUST 26, 2021 AT 11:00 AM EASTERN STANDARD TIME AT 3363 NE 163RD, SUITE 606, NORTH MIAMI BEACH, FLORIDA 33160 (SUBJECT TO ANY ADJOURNMENT, IF NECESSARY, AS SET FORTH IN PROPOSAL NO. 13 IN THE PROXY STATEMENT/PROSPECTUS).
You do not have to take any action if you have previously voted and do not wish to change your vote. If you have already voted or given your proxy and wish to change your vote, you should follow the procedures described in the proxy statement/prospectus. If you have not already voted, we urge you to vote even if you do not plan on attending the special meeting. YOUR VOTE IS IMPORTANT. EVEN IF YOU HOLD YOUR SHARES IN “STREET NAME,” WE URGE YOU TO PROVIDE VOTING INSTRUCTIONS ON EACH OF THE PROPOSALS DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS TO ENSURE YOUR SHARES WILL BE REPRESENTED AT THE SPECIAL MEETING.
This Supplement is not complete without the proxy statement/prospectus. This Supplement should be read in conjunction with the proxy statement/prospectus and is qualified by reference thereto, except to the extent that the information in this Supplement updates or supersedes the information contained in the proxy statement/prospectus.
SEE “RISK FACTORS” BEGINNING ON PAGE 22 OF THE PROXY STATEMENT/PROSPECTUS FOR A SUMMARY OF CERTAIN RISKS YOU SHOULD CONSIDER IN CONNECTION WITH THE MERGER.
The date of this Supplement is August 25, 2021.
SUPPLEMENTAL DISCLOSURES TO DEFINITIVE PROXY STATEMENT/PROSPECTUS
This supplemental information should be read in conjunction with the proxy statement/prospectus, which should be read in its entirety. Defined terms used but not defined herein have the meanings set forth in the proxy statement/prospectus. Net Element hereby makes the following amended and supplemental disclosures, which Net Element believes do not impact or affect the Merger or other transactions described in the proxy statement/prospectus:
By way of clarification, the intent of the parties to the Merger Agreement is that Proposal No. 4 (the “Bylaws Stockholder Vote Proposal”) and Proposal No. 5 (the “Supermajority Stockholder Vote Proposal”) not be included in the Required Proposals and therefore the Merger is not conditioned upon approval of Proposals No. 4 and 5.
The Bylaws Stockholder Vote Proposal is an amendment to Article VII of the Charter to lower the required vote for stockholders to adopt, amend, alter or repeal the Bylaws of the Corporation to a majority vote standard down from a sixty-six and two-thirds percent (66-2/3%) standard. The Supermajority Stockholder Vote Proposal is an amendment to Article XI of the Charter to lower the required vote for stockholders to amend or repeal Article XI or Article VII of the Charter to a majority vote standard down from a sixty-six and two-thirds percent (66-2/3%) standard.
Consequently, the proxy statement/prospectus is amended to clarify the intent of the parties to the Merger Agreement in accordance with the above: where the proxy statement/prospectus mentions the Required Proposals, Proposal No. 4 and Proposal No. 5 are not included in the Required Proposals and neither the other proposals nor the Merger are conditioned upon the approval of Proposal No. 4 or Proposal No. 5.