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): November 5, 2021
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52994 | 13-4188568 | ||
|
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer
Identification Number) |
| 200 Park Avenue, Suite 1700, New York, NY | 10166 | |
| (Address of principal executive offices) | (Zip Code) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value | OLB | Nasdaq Capital Market |
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on November 2, 2021, The OLB Group Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)with certain institutional accredited investors (the “Investors”) pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”), (i) 1,969,091 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), (ii) pre-funded warrants (the “Prefunded Warrants”) exercisable for a total of 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants (the “Common Warrants”) exercisable for a total of 4,545,455 shares of Common Stock (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $6.50 per Common Warrant Share. The offering closed on November 5, 2021 and the Company issued the Shares and executed and delivered the Prefunded Warrants and the Common Warrants. The purchase price of each share of Common Stock and associated Common Warrant was $5.50 and the purchase price of each Prefunded Warrant and associated Common Warrant was $5.4999. Subject to certain ownership limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five year anniversary of the effective date of the initial registration statement filed under the Registration Rights Agreement (as defined below). The Prefunded Warrants are immediately exercisable upon issuance and may be exercised at any time until all of the Prefunded Warrants are exercised in full.
From the offering, the Company received net proceeds of approximately $22.9 million, after deducting placement agent fees and other offering expenses. The Company intends to use the net proceeds from the offering to invest in or acquire companies or technologies that are synergistic with or complimentary to its business, to expand and market its current products and for working capital and general corporate purposes.
In connection with the offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission one or more registration statements to register for resale the Shares and the Warrant Shares.
The securities issued in the offering were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and, until so registered, the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.
The terms of the Purchase Agreement, the Warrants and the Registration Rights Agreement were described in the Current Report on Form 8-K filed by the Company on November 3, 2021.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Shares and Warrants is hereby incorporated by reference into this Item 3.02. The Shares and Warrants were sold and, upon exercise, the Warrant Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.
Item 8.01 Other Events.
On November 8, 2021, the Company issued a press release announcing the closing of the offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release, dated November 8, 2021 |
1
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: November 8, 2021
| THE OLB GROUP, INC. | ||
| By: | /s/ Ronny Yakov | |
| Name: | Ronny Yakov | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
OLB Group Announces Closing of $25 Million Private Placement Priced At-the-Market Under Nasdaq Rules
The OLB Group, Inc. (NASDAQ: OLB) (“OLB” or the “Company”), a provider of cloud-based omni-commerce and payment acceptance solutions for small- and mid-sized merchants, announced today it has closed its previously announced private placement priced at-the-market under Nasdaq rules (the “Offering”). The Offering consisted of 4,545,455 shares of Common Stock (“Common Stock”) (or pre-funded warrants in lieu thereof) and warrants to purchase up to 4,545,455 shares of Common Stock (“Common Warrants”), for gross proceeds to OLB of approximately $25 million, before deducting placement agent fees and other estimated offering expenses payable by the Company. The purchase price of each share of Common Stock (or pre-funded warrant in lieu thereof) and associated Common Warrant is $5.50. The Common Warrants have an exercise price of $6.50 per share of Common Stock and may be exercised at any time prior to the five-year anniversary of the effective date of the resale registration statement.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the private placement.
The Company intends to use the net proceeds from the private placement to invest in or acquire companies or technologies that are synergistic with or complimentary to its business, to expand and market its current products and for working capital and general corporate purposes.
The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and unless so registered, any such securities may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. Under an agreement with the investors, the Company agreed to file an initial registration statement with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Common Stock to be issued to the investors (including shares underlying the pre-funded warrants) and the shares of Common Stock issuable upon the exercise of the Common Warrants within 15 days and to use best efforts to have the registration statement declared effective as promptly as possible thereafter, and in any event no later than 75 days in the event of a “full review” by the SEC.
This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.
About The OLB Group Inc.
The OLB Group, Inc. is a diversified Fintech eCommerce merchant services provider and Bitcoin crypto mining enterprise. The Company’s eCommerce platform delivers cloud-based merchant services for a comprehensive digital commerce solution to over 9,500 merchants in all 50 states. DMint, a wholly owned subsidiary of OLB Group, is engaged in the mining of Bitcoin utilizing sustainable natural gas with an initial deployment of efficient 1,000 ASIC-based S19j Pro 96T mining computers projected by end of 2021.
For more information about solutions, services, or to find a reseller, please visit www.olb.com. Investor information is available at www.olb.com/investors-data.
Forward-Looking Statements
Some of the statements in this press release are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties. Forward-looking statements in this press release include, without limitation, the intended use of net proceeds from the private placement. These statements relate to future events, future expectations, plans and prospects. Although the Company believes the expectations reflected in such forward-looking statements are reasonable as of the date made, expectations may prove to have been materially different from the results expressed or implied by such forward-looking statements. The Company has attempted to identify forward-looking statements by terminology including “believes,” “estimates,” “anticipates,” “expects,” “plans,” “projects,” “intends,” “potential,” “may,” “could,” “might,” “will,” “should,” “approximately” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including market and other conditions and those discussed under Item 1A. “Risk Factors” in the Company’s most recently filed Form 10-K filed with the SEC and updated from time to time in its Form 10-Q filings and in its other public filings with the SEC. Any forward-looking statements contained in this press release speak only as of its date. The Company undertakes no obligation to update any forward-looking statements contained in this press release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Investor Relations Contact:
The OLB Group – Investor Relations
Rick Lutz
InvestorRelations@olb.com
(212) 278-0900 EXT: 333