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 12, 2009 (August 11,
2009)
Commission
file number: 0-22773
NETSOL
TECHNOLOGIES, INC.
(Exact
name of small business issuer as specified in its charter)
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 August
11, 2009,NetSol Technologies, Inc. closed a purchase agreement to
sell convertible notes with a total principal value of $2,000,000
to an investment fund managed by Tail Wind Advisory & Management,
Ltd and another accredited investor The notes have a 1 year maturity
date and are convertible into shares of common stock at the initial conversion
price of $0.63 per share, which conversion price was determined as of July 10,
2009, the date of the purchase agreement. 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.
(a)
Exhibits
99.1
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Convertible
Note Purchase Agreement dated July 10, 2009 by and between the Company and
The Tail Wind Fund Ltd. and Solomon Strategic Holdings,
Inc.
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99.2
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Convertible
Note executed by the Company in favor of The Tail Wind Fund
Ltd.
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99.3
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Convertible
Note executed by the Company in favor of Solomon Strategic Holdings,
Inc.
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99.4
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Investor
Rights Agreement dated July 10, 2009 by and between the Company and The
Tail Wind Fund Ltd. and Solomon Strategic Holdings,
Inc.
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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.
Date: August
12, 2009
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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
12, 2009
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/s/ Boo-Ali Siddiqui
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BOO-ALI
SIDDIQUI
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Chief
Financial Officer
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