UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 28, 2021
THE
OLB GROUP, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-52994
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13-4188568
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(State or other jurisdiction
of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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200
Park Avenue, Suite 1700, New York, NY
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10166
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (212) 278-0900
Not
Applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under
any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities
registered pursuant to Section 12(b) of the Act:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, $0.0001 par value
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OLB
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Nasdaq
Capital Market
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Item 1.01
Entry into a Material Definitive Agreement
On
July 28, 2021, The OLB Group, Inc. (“we,” “us,” “our,” and the “Company”) entered into
an exclusive agreement with Cai Energy Blockchain, Inc. (“CAI”) whereby CAI will provide the Company with the exclusive ability
to enter into a natural gas supply agreement (the “Services”). In exchange for the Services, the Company granted CAI options
to purchase up to 767,918 shares of Common Stock, $0.0001 par value at an exercise price of $0.0001 per share. The natural gas will be
used in connection with the Company’s, newly launched, cryptocurrency-related business.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: August
3, 2020
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THE OLB GROUP
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By:
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/s/ Ronny Yakov
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Name:
Title:
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Ronny
Yakov
Chief Executive Officer
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Exhibit 10.1
EXCLUSIVE AGREEMENT
THIS EXCLUSIVE AGREEMENT (“Agreement”)
is by and between The OLB Group, Inc., a Delaware corporation (the “Company”), and Cai Energy Blockchain Inc. (“CAI”),
and is effective as of July 28, 2021 (the “Effective Date”).
RECITALS
A. The Company is a fintech company with proprietary
technology enabling electronic payments and commercial transactions (the “OLB Business”).
B. The Company desires to compensate CAI for procuring
an exclusive Natural Gas Services Agreement whereby the Company or one of its subsidiaries shall have the exclusive rights to purchase
and transport all of the natural gas on the Company’s behalf from the Farmers Valley Lease Wells # 4, 5, 8, 11, 12, 13, 14, 18,
19, 20, 21, 22, 23, 24 and 26 (and any additional wells in the Farmers Valley Lease that begin operation during the term or any additional
natural gas wells whereby CAI has the ability to direct purchases) (the “Gas Supply Agreement”).
Accordingly, the Company and CAI agree as follows:
AGREEMENT
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1.
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Engagement. The
Company hereby engages CAI and CAI hereby agrees to act to assist the Company entry into the Gas Supply Agreement on the terms satisfactory
to the Company (the “Services”).
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2.
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Compensation. As
compensation for the Services, the Company shall pay CAI the following fee:
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a.
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If
the Company enters into Gas Supply Agreement, then the Company shall pay CAI a fee (the “Fee”) in the form of a grant
of a number of options to be exercised for up to $4.5 million of common stock of the Company on a cashless basis.
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b.
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The
parties hereto expressly acknowledge and agree that the Company is under no obligation to enter into the Gas Supply Agreement, and that
the Fee shall not be owed if a definitive Gas Supply Agreement is not executed during the Term (as defined below).
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a.
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This
Agreement shall commence on the Effective Date and shall continue until the Company and Cai mutually agree to terminate (the “Term”).
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b.
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Notwithstanding
the foregoing, this Agreement may be terminated:
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i.
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by
the Company for any reason by providing thirty (30) days’ written notice to the other party, or
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ii.
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automatically
upon the occurrence of any event of bankruptcy, insolvency or liquidation of any party
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4.
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Effect
of Termination. Upon termination of this Agreement for any reason, CAI shall have no further obligation to provide the Services.
Any termination or expiration of this Agreement, except as set forth herein, shall not affect the obligation of the Company to pay amounts
owing to CAI, which have been earned or accrued prior to the date of such termination or expiration, or which become payable during the
Term. However, in the event that CAI is in breach of this Agreement as a result offering natural gas to any other parties, resulting
the Company’s ASICS mining computers to become idle, CAI shall be responsible for all the economic loss suffered by the Company
as a result of the failure to operate the computers. Any remedies available to the parties and the provisions of Sections 4, 5, 6, and
10-21 shall survive termination or expiration of this Agreement.
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5.
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Confidentiality
/ Disclosure.
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a.
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CAI
will treat as confidential the Company’s Confidential Information (defined below) and will take precautions equivalent to those
it uses to protect its own most highly confidential information (which must be at least reasonable precautions) to ensure the continued
confidentiality of such information and to prevent its unauthorized access and disclosure. CAI agrees to return to the Company upon the
expiration or termination of this Agreement or earlier request all Confidential Information acquired from the Company, except as to such
information as it may be required to retain under applicable law. During the term of this Agreement and for five (5) years thereafter,
CAI shall not, without the Company’s prior written consent, use or disclose any Confidential Information for a purpose other
than as expressly contemplated by this Agreement to carry out its obligations hereunder. Prior to disclosure of Confidential Information
to any employee, consultant, advisor or any other person, CAI shall obtain ensure that such person is bound in writing to observe confidentiality,
non-disclosure and non-use restrictions substantially equivalent with the restrictions contained in this Agreement. The obligations of
confidentiality shall not apply to information that CAI is required to disclose (i) at the request of any regulatory or administrative
authority; (ii) pursuant to subpoena or other court process; or CAI and the Company agree to keep the terms of this Agreement confidential
except for (i) disclosure at the request of any regulatory or administrative authority; (ii) pursuant to subpoena or other
court process, (iii) to Prospective Partners, after having received the Company’s approval with respect to each such Prospective
Partner, and after such Prospective Partner becomes bound in writing to observe confidentiality, non-disclosure and non-use restrictions
substantially equivalent with the restrictions contained in this Agreement
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b.
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“Confidential
Information” means all trade secrets and other non-public proprietary information of the Company of any kind whatsoever (including
without limitation, know-how, data, compilations, formulae, product specifications, financial models, patent disclosures, procedures,
processes, projections, forecasts, protocols, results of experimentation and testing, specifications, strategies and techniques), and
all tangible and intangible embodiments thereof of any kind whatsoever (including without limitation, apparatus, compositions, documents,
drawings, machinery, formulae, prototypes, patent applications, records and reports) , which is disclosed by the Company to CAI in writing,
orally or by observation. Notwithstanding the foregoing, except as to trade secrets, Confidential Information shall not include information
which CAI can establish (i) to have been publicly known prior to disclosure of such information by the Company to CAI, (ii) to
have become publicly known, without fault on the part of CAI, subsequent to disclosure of such information by the Company to CAI, (iii) to
have been received by CAI at any time from a source, other than the Company, rightfully having possession of and the right to disclose
such information, or (iv) to have been otherwise known by CAI as evidenced by its own written records prior to disclosure of such
information by the Company to CAI.
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6.
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No Conflict of Interest. During the term of this Agreement
and for twelve (12) months following the expiration of the term, the CAI will not compete with the Company or accept work, enter into
a contract, or accept an obligation from any third party, inconsistent or incompatible with the CAI’s obligations, or the scope
of services rendered for the Company, under this Agreement. The CAI warrants that there is no other contract or duty on her part inconsistent
with this Agreement. The CAI agrees to indemnify the Company from any and all loss or liability incurred by reason of the alleged breach
by the CAI of any services agreement or consulting agreement with any third party. The CAI further agrees not to disclose to the Company,
or to bring onto the Company’s premises, or induce the Company to use any confidential information that belongs to anyone other
than the Company or CAI.
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7.
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Securities
Trading. CAI acknowledges that the Company is a U.S. public company with its common stock traded on NASDAQ Capital Market. As
the Company’s independent contractor, CAI acknowledges that it may have access to certain material non-public information of the
Company that, if used in connection with any transaction in Company’s securities, could constitute a violation of the securities
laws of the United States. As such, CAI agrees that it shall not engage, directly or indirectly, in any transactions in the Company’s
common stock during the term of this Agreement unless such transaction is permitted by U.S. securities laws. CAI agrees to use reasonable
efforts to prevent its officers, directors and employees with access to information about the Company from trading, directly or
indirectly, in the securities of the Company or encouraging or causing others to do so.
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8.
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Return
of Property. Whenever requested by the Company, CAI shall immediately return to the Company all property including, without
limitation, all papers, records, documents, summaries, samples, and the like of every kind, and any and all copies thereof, provided
to CAI or its employees, agents, or representatives, or acquired by CAI or its employees, agents, or representatives, in connection with
the Services, whether or not such property contains the Company’s confidential information, and CAI shall destroy all materials
including, without limitation, all papers, records, documents, summaries, samples and the like of every kind (electronic or otherwise),
and any and all copies thereof, which the CAI or its employees, agents, or representatives created based upon the Company’s confidential
information, except for one copy which may be retained by CAI solely for the purpose of determining its continuing obligations under
this Agreement.
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9.
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No
Broker. The Company and CAI acknowledge that CAI is not acting as a broker.
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10.
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Exclusivity.
Due to its unique relationship to Farmers, the access to the neighboring wells and oil and gas companies, CAI is granted exclusivity
for the purpose of performing the Services.
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11.
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Expenses. CAI
and the Company shall each bear their own expenses in relation to this Agreement and the performance thereof.
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12.
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Indemnification. CAI
hereby indemnifies the Company against, and shall hold the Company and all its employees, agents, officers, directors and shareholders
harmless from, any and all liabilities or obligations imposed or attempted to be imposed upon any of them by virtue of any act, representation,
statement, warranty, omission or status of CAI or of any employee, contractor or agent of CAI. Without limiting the generality of the
foregoing, CAI agrees to reimburse and indemnify, the Company for its attorneys’ fees and costs of litigation in defending any
claim by any other party resulting from CAI’s act, representation, statement, warranty, omission or status.
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13.
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Entire
Agreement. This Agreement sets forth the entire understanding and agreement of the parties with respect to the subject matter
hereof and supersedes all prior and/or contemporaneous understandings, negotiations, representations and writings relating thereto. No
provision of this Agreement may be amended or modified, orally or otherwise, except by a writing signed by the party against which the
modification or amendment is sought to be enforced.
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14.
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Disclaimer
of Other Relationships. This Agreement shall not create a relationship of employment, agency, partnership, or joint venture,
or a license between the parties. Moreover, this Agreement shall not obligate either party to enter into any business relationship with
the other party or to purchase or sell any products or services from the other party. CAI shall not be, and shall not represent itself
as being, authorized to bind the Company, as agent or otherwise.
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15.
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Attorney’s
Fees. In the event any legal action or agreed upon arbitration or mediation shall be instituted with respect to this Agreement
or any obligation arising hereunder, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs,
and fees and costs of accountants and expert witnesses as determined by the court, arbitrator or mediator. Except as otherwise specifically
provided herein, the Company and CAI shall each pay their own fees and expenses incident to the negotiation, preparation, execution and
performance of this Agreement, including without limitation, all fees and expenses of their own counsel, accountants and other advisers.
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16.
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Due
Authority. Each party hereto represents and warrants that it has all necessary authority, power and right necessary to enter
into and bind it, its principals and employees to the terms of this Agreement.
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17.
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No
Waiver. No waiver of compliance by one party with any term or condition of this Agreement that such other party was or is obligated
to comply with is effective unless in writing; provided that such waiver shall not operate as a waiver of, or estoppel with respect to,
any other or subsequent failure. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise
thereof or exercise of any other right, remedy or power provided herein or by law or in equity.
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18.
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Governing
Law. The validity, performance, construction, interpretation, and effect of this Agreement shall be governed by and construed
in accordance with the internal laws of the State of New York (excluding its laws relating to conflicts of laws).
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19.
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Construction. Each
party hereto has had an opportunity to review and revise this Agreement, so the rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation or construction of this Agreement.
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20.
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Severability. If
any provision of this Agreement, or the application thereof to any circumstance, person or place, shall be held by a court or other tribunal
of competent jurisdiction to be invalid, unenforceable or void, the remainder of this Agreement and such provisions as applied to other
circumstances, persons or places shall remain in full force and effect.
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21.
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Counterparts &
Facsimile Signatures. This Agreement may be executed in counterparts, in which event all executed copies taken together or a
copy with all of the signature pages attached thereto, shall constitute one and the same instrument, and shall become effective when
one or more counterparts have been signed by each party and delivered to the other party. The facsimile or electronic transmission of
signatures to this Agreement shall be valid, legal and binding on all parties hereto.
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22.
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No
Assignment. Each party agrees that it will not assign, delegate or otherwise transfer, in whole or in part, directly or indirectly
whether voluntarily, involuntarily, or by operation of law, any rights or obligations under this Agreement. Any purported assignment,
transfer or delegation in violation of this Section shall be null and void. Subject to the foregoing limits on assignment, this Agreement
shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators and permitted successors
and assigns. This Agreement does not create and shall not be construed as creating any rights enforceable by any person not a party to
this Agreement.
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23.
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Notices. All
notices and other communications required or permitted under this Agreement shall be in writing and shall be delivered in person (in
which case notice is deemed given when received the addressee) or sent by overnight air courier service (in which case notice shall be
deemed given when received by addressee or on the second (2nd) day after the date of delivery to the courier, whichever is earlier),
or by registered or certified mail, return receipt requested, postage prepaid and properly addressed (in which case notice shall be deemed
given when received by the addressee or on the fifth (5th) day after the date of mailing, whichever is earlier), to the addresses
set forth below, or such other address as a party may hereafter provide notice of to the other:
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If to the Company:
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The OLB Group, Inc.
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200 Park Avenue, Suite 1700
New York, NY 10166
Attention: Ronny Yakov, CEO
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If to CAI:
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Cai Energy Blockchain Inc.
240 W 37th St #303
New York, NY 10018
Phone: (212) 401-9973
Attention: Yifei “Bessie” Cai
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[Signature Page Follow]
IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the day and year first above written.
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The OLB Group, Inc.
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Cai Energy Blockchain Inc.
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By:
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/s/Ronny Yakov
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By:
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/s/Yifei “Bessie” Cai
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Ronny Yakov
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Name:
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Yifei “Bessie” Cai
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Chief Executive Officer
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Title:
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Chief Executive Officer
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Exhibit 10.2
July 28, 2021
Cai Energy Blockchain Inc.
240 W 37th St #303
New York, NY 10018
Phone: (212) 401-9973
Attention: Yifei “Bessie” Cai
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RE:
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Grant of Stock Options
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Dear Bessie:
1. In
connection with the Exclusive Agreement effective July 28, 2021 (the “Agreement”) by and between The OLB Group, Inc. (the
“Company”) and Cai Energy Blockchain Inc. (the “Grantee”), the Company hereby grants to the Grantee, as a matter
of compensation for the Grantee’s services under the Agreement, the right and option to purchase, in accordance with the terms and
conditions set forth herein, but subject to the limitations set forth herein and in the Plan, the number of shares of Common Stock of
the Company listed below (the “Option Shares”), at the exercise price per share listed below (the “Option”).
Type of Grant: Non-Qualified
Stock Option
Date of Grant: July
28, 2021
Commencement Date for Vesting: July
28, 2021
Total Number of Shares Granted: 767,918
Exercise Price per Share: $0.0001
The Option will be designated
as a Non-Qualified Stock Option (“NSO”). In no event will the Company, the Board of Directors, or any of their respective
employees or directors have any liability to the Grantee (or any other person) in connection with the tax obligations which may be associated
with the grant of the options or upon the exercise of the options.
The Grantee may elect to exercise
this Option, or a portion hereof, and to pay for the Option Shares by way of a cashless exercise in which event the Company shall issue
to the Grantee the number of incremental Option Shares to which the Grantee is entitled upon exercise of the Option computed according
to the following equation:
; where
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X
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=
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the number of Option Shares to be issued to the Grantee.
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Y
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=
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the Option Shares purchasable under this Option or, if only a portion of this Option is being exercised, the portion of the Option Shares
being exercised.
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A
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=
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the Fair Market Value (as determined by the Board of Directors of the Company) of one share of Common Stock on the exercise date.
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Notwithstanding the foregoing,
it is specifically understood by the Grantee that no warranty is made to the Grantee with respect to the value of such shares.
In order to exercise an Option,
the Option must be vested and the Grantee must file with the Company a completed notice of exercise in the form attached hereto as Exhibit
A (a “Notice of Exercise”). In addition, regardless of whether the option is fully vested, in order to exercise an Option,
there shall be no ongoing breach of the Agreement by Grantee. The Exercise Price of each Option in respect of each Share purchased under
such Option must be paid in full at the time of exercise by (i) bank draft or certified check at the time of exercise, (ii) a cashless
exercise method whereby the Company shall retain such number of Shares otherwise issuable in connection with the exercise of the Option
as shall have a Fair Market Value on the date of such exercise equal to the aggregate Exercise Price, or (iii) such other methods as the
Company may permit from time to time in its sole discretion. Upon receipt of payment in full of the Exercise Price in respect of each
Option, the number of Shares in respect of which the subject Option is exercised less, to the extent the withholding and income tax obligations
are satisfied by surrendering Shares in accordance with below, Shares required to satisfy any applicable deductions and withholdings,
will be duly issued to the Grantee as fully paid and non-assessable.
2. Subject
to the provisions and limitations hereof, the Option shall immediately vest and may be exercised by the Grantee at any time after the
Date of Grant.
3. In
no event shall the Grantee exercise the Option for a fraction of a share or for less than one hundred (100) shares (unless the number
purchased is the total balance for which the Option is then exercisable).
4. The
unexercised portion of the Option granted herein will automatically and without notice terminate and become null and void upon the expiration
of ten (10) years from the date of the grant of the Option. In the event the Agreement is terminated prior to the expiration of ten (10)
years from the date hereof, the Option shall, to the extent not theretofore exercised, terminate and become null and void, except to the
extent described below.
5. The
Option is not transferable. Without the prior consent of the Company, the Option may not be pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to execution, attachment or similar proceeding. Any attempted assignment, pledge,
hypothecation or other disposition of the Option contrary to the provisions hereof, and the levy of any attachment or similar proceeding
upon the Option, shall be null and void and without effect.
6. If
the Company, in its sole discretion, shall determine that it is necessary, to comply with applicable securities laws, the certificate
or certificates representing the shares purchased pursuant to the exercise of the Option shall bear an appropriate legend in form and
substance, as determined by the Company, giving notice of applicable restrictions on transfer under or in respect of such laws.
7. The
Option granted hereunder is intended to be exempt from the definition of a “nonqualified deferred compensation plan” under
Section 409A of Code and the Treasury regulations and other official guidance promulgated thereunder (“Section 409A”). In
the event that the Board determines that the Option may be subject to Section 409A, the Board may adopt such amendments to this letter
or Option or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any
other actions, that the Board determines are necessary or appropriate to (a) exempt the Option from Section 409A and/or preserve the intended
tax treatment of the benefits provided with respect to the Option, or (b) comply with the requirements of Section 409A and thereby avoid
the application of penalty taxes under Section 409A
8. The
Grantee hereby covenants and agrees with the Company that if, at the time of exercise of the Option, there does not exist a Registration
Statement on an appropriate form under the Securities Act of 1933, as amended (the “Act”), which Registration Statement shall
have become effective and shall include a prospectus which is current with respect to the shares subject to the Option, the Grantee shall
make the representations (i) that the Grantee is purchasing the shares for its own account and not with a view to the resale or distribution
thereof, (ii) that any subsequent offer for sale or sale of any such shares shall be made either pursuant to (x) a Registration Statement
on an appropriate form under the Act, which Registration Statement shall become effective and shall be current with respect to the shares
being offered and sold, or (y) a specific exemption from the registration requirements of the Act, but in claiming such exemption, the
Grantee shall, prior to any offer for sale or sale of such shares, obtain a favorable written opinion from counsel for or approved by
the Company as to the applicability of such exemption and (iii) that the Grantee agrees that the certificates evidencing such shares shall
bear a legend to the effect of the foregoing.
By the Grantee’s acceptance
hereof, it agrees to reimburse the Company in cash at the time and as condition to the exercise of this Option for any taxes required
by any government to be withheld or otherwise deducted and paid by the Company in respect of the issuance or disposition of the shares
subject to the Option. In lieu thereof, the Company shall, in its discretion and at its election, have the right to withhold the amount
of such taxes from any other sums due or to become due from the Company to the Grantee. The Company may, in its discretion, hold the stock
certificate to which the Grantee is entitled upon the exercise of the Option as security for the payment of such withholding tax liability,
until cash sufficient to pay that liability has been accumulated.
This agreement is not a contract
of employment nor a promise of future employment with or consideration from the Company.
Please indicate your acceptance
of all the terms and conditions of the Option by signing and returning a copy of this letter.
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Very truly yours,
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The OLB Group, Inc.
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By:
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/s/Ronny Yakov
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Name:
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Ronny Yakov
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Title:
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Chief Executive Officer
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ACCEPTED:
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Cai Energy Blockchain, Inc.
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By:
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/s/ Yifei
“Bessie” Cai
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Name:
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Yifei “Bessie” Cai
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Title:
Chief Executive Officer
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EXHIBIT A
NOTICE OF EXERCISE
TO: The OLB Group, Inc.
Attention: Secretary
The undersigned elects to exercise an Option to
purchase ________ shares of the common stock, $.0001 par vale (“Shares”) of The OLB Group, Inc. (the “Company”)
which are the subject of an Option granted on July 28, 2021 and have an Exercise Price of $0.0001 per Share.
In connection with the foregoing, I hereby elect
to exercise cashlessly pursuant to the Option Grant Letter dated July 28, 2021 from the Company.
The undersigned requests that the Shares be issued
in the name of ___________________.
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DATED
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Signature
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Name (please print)
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