UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): August 1, 2008 (July 28,
2008)
Commission
file number: 0-22773
NETSOL
TECHNOLOGIES, INC.
(Exact
name of small business issuer as specified in its charter)
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NEVADA
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95-4627685
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(State
or other Jurisdiction of
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(I.R.S.
Employer NO.)
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Incorporation
or Organization)
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23901
Calabasas Road, Suite 2072, Calabasas, CA 91302
(Address
of principal executive offices) (Zip Code)
(818)
222-9195 / (818) 222-9197
(Issuer's
telephone/facsimile numbers, including area code)
Item
3.02 Unregistered Sale of Equity Securities.
On
July
23, 2008, NetSol Technologies, Inc. entered into an agreement to sell
convertible notes with a total principal value of $6,000,000 to 3, non-US
resident investors: The Tail Wind Fund Ltd, Solomon Strategic Holdings, Inc.
and
Tail Wind Advisory & Management Ltd, which is authorized and regulated by
the Financial Services Authority of Great Britain. The notes have a 3 year
maturity date and are convertible into restricted shares of common stock
at the
initial conversion price of $3.00 per share. The issuance of the notes was
made
in reliance on an exemption from registration available under Regulation
D of
the Securities Act of 1933, as amended. The agreement closed on July 28,
2008.
(c)
Exhibits
99.1
Convertible Note Purchase Agreement dated July 23, 2008 by and between the
Company and the Tail Wind Fund Ltd., Solomon Strategic Holdings, Inc. and
Tail
Wind Advisory & Management Ltd.
99.2
Convertible Note executed by the Company in favor of The Tail Wind Fund
Ltd.
99.3
Convertible Note executed by the Company in favor of Solomon Strategic Holdings,
Inc.
99.4
Convertible Note executed by the Company in favor of Tail Wind Advisory &
Management Ltd.
99.5
Form
of Investor Rights Agreement
SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.
NETSOL
TECHNOLOGIES, INC.
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Date:
August 1, 2008
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/s/
Najeeb Ghauri
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NAJEEB
GHAURI
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Chief
Executive Officer
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Date:
August 1, 2008
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/s/
Tina Gilger
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TINA
GILGER
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Chief
Financial Officer
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