Form S-4 Registration Statement for Proposed Merger of Net Element with Mullen Automotive is Declared Effective by the SEC

Rhea-AI Summary

Net Element, Inc. (NASDAQ:NETE) announced that its Registration Statement for the merger with Mullen Automotive, Inc. was declared effective by the SEC on July 26, 2021. A Special Meeting of stockholders is scheduled for August 26, 2021, to vote on the merger, which aims to enhance Net Element's position in the electronic payments market. Stockholders of record as of July 16, 2021, can vote. The merger's approval will facilitate closing the deal as soon as possible after meeting required conditions.

Positive

• Merger with Mullen Automotive expected to enhance market presence.
• SEC's approval of Registration Statement provides a clear path forward for the merger.

Negative

• Uncertainties regarding the merger's consummation and its impacts.
• Potential operating costs and liabilities may arise during the merger integration.

Special Meeting of Stockholders Scheduled for August 26, 2021 to Vote on the Merger

MIAMI, July 27, 2021 (GLOBE NEWSWIRE) -- via InvestorWire – Net Element, Inc. (NASDAQ:NETE) ("Net Element" or the "Company"), a global technology and value-added solutions group that supports electronic payments, announced today that in connection with the proposed merger of the Company with Mullen Automotive, Inc. (“Mullen”), a privately-held Southern California-based electric vehicle (EV) company (the “Merger”) the registration statement on Form S-4 (File No. 333-256166) (the “Registration Statement”) was declared “effective” by the U.S. Securities and Exchange Commission (the “SEC”) on July 26, 2021.

A Special Meeting of Net Element stockholders to vote on the Merger is scheduled to be held in person on August 26, 2021 at 11:00 a.m. Eastern Standard Time at 3363 NE 163rd Street, Suite 606, North Miami Beach, Florida 33160. Net Element stockholders of record as of close of business on July 16, 2021 are entitled to vote at the Special Meeting. The Merger is expected to close, as soon as practical, following receipt of the required stockholder approvals and the fulfillment of all other closing conditions referenced in the second amended and restated merger agreement previously filed with the SEC. 

The Registration Statement containing the proxy statement/prospectus/information statement is available through the SEC’s website at www.sec.gov. Net Element commenced mailing of the proxy statement/prospectus to stockholders on July 26. Stockholders holding shares in brokerage accounts should receive proxy statements/prospectuses/information statement from their broker. The proxy statement/prospectus/information statement provides important information about the proposed Merger, as well as voting instructions.

About Net Element
Net Element, Inc. (NASDAQ:NETE) operates a payments-as-a-service transactional and value-added services platform for small to medium enterprise ("SME") in the U.S. and selected emerging markets. In the U.S., the Company aims to grow transactional revenue by innovating SME productivity services using blockchain technology solutions and Aptito, our cloud-based, restaurant and retail point-of-sale solution. 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. Net Element was ranked as one of the fastest growing companies in North America on Deloitte's 2017 Technology Fast 500™. In 2017 we were recognized by South Florida Business Journal as one of 2016's fastest-growing technology companies. Further information is available at www.NetElement.com.

Forward-Looking Statements
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. 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 whether the proposed Mullen merger will be consummated, and if so, what impact or resultant benefits, if any, the merger will have on the Company and its stockholders. Additional 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; and (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, 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:
Net Element, Inc.
+1 (786) 923-0502
www.netelement.com
Media@NetElement.com

Corporate Communications:
InvestorBrandNetwork (IBN)
Los Angeles, California
www.InvestorBrandNetwork.com
310.299.1717 Office
Editor@InvestorBrandNetwork.com

FAQ

What is the significance of the merger between Net Element and Mullen Automotive?

The merger is intended to expand Net Element's capabilities in electronic payments and leverage Mullen's position in the electric vehicle market.

When is the special meeting for the merger vote scheduled?

The special meeting is scheduled for August 26, 2021.

What does the SEC's approval mean for the merger?

The SEC's approval of the Registration Statement indicates that Net Element can proceed with the merger process and provide stockholders with necessary voting information.

Who can vote at the special meeting regarding the merger?

Stockholders of Net Element who were on record as of July 16, 2021, are entitled to vote.

What risks are associated with the merger of NETE and Mullen?

Risks include uncertainty about the merger's consummation, potential operational challenges, and integration costs.