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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): April 26, 2024
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) |
| 1120 Avenue of the Americas, 4th Floor,
New York, NY |
10036 | |
| (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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The OLB Group, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Amendment to Certificate of Incorporation (the “Certificate of Amendment”) which became effective on April 26, 2024 to effect a one-for-ten (1:10) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) The Reverse Stock Split was approved by the Company’s stockholders at a special meeting on April 26, 2024.
As a result of the Reverse Stock Split, every ten (10) shares of issued and outstanding Common Stock will be automatically combined into one (1) issued and outstanding share of Common Stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split and any fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split. Following the Reverse Stock Split, the number of shares of Common Stock outstanding was reduced from 18,103,462 shares to 1,810,346 shares. The shares of Common Stock underlying the Company’s outstanding stock options and warrants will be similarly adjusted along with corresponding adjustments to their exercise prices. The number of authorized shares of Common Stock under the Certificate of Incorporation will remain unchanged at 50,000,000 shares.
The Company’s transfer agent, Transfer Online, is the exchange agent for the Reverse Stock Split and will correspond with stockholders of record regarding the Reverse Stock Split. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split.
The Common Stock will begin trading on a reverse stock split-adjusted basis as of May 6, 2024. The ticker symbol for our Common Stock will remain “OLB”.
The forgoing description of the Certificate of Amendment does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Certificate of Amendment which is attached as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting the stockholders of the Company approved the four proposals listed below. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.
1. Approve the Amendment to the Company’s Certificate of Incorporation.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE |
|||||||||||
| 9,839,680 | 1,476,774 | 51,151 | 0 | |||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number |
Exhibit Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on April 26, 2024. | |
| 99.1 | Press Release dated May 2, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 2, 2024
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
|
Name: Title: |
Ronny Yakov Chief Executive Officer |
|
2
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF THE OLB GROUP, INC.
The undersigned, for the purposes of amending the Certificate of Incorporation of The OLB Group, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify that:
FIRST: The Board of Directors of the Corporation (the “Board”) duly adopted by written consent filed with the minutes of the Board in accordance with Section 141(f) of the DCGL on March 20, 2024, a resolution proposing and declaring advisable an amendment to the Certificate of Incorporation of said Corporation to consummate a reverse stock split of the Corporation’s common stock, par value $0.0001 per share (the “Common Stock”).
SECOND: That upon the effectiveness of this Certificate of Amendment (the “Split Effective Time”) each share of the Common Stock issued and outstanding immediately prior to the date and time of the filing hereof with the Secretary of State of Delaware shall be automatically changed and reclassified into a smaller number of shares such that each ten (10) shares of issued Common Stock immediately prior to the Split Effective Time is reclassified into one share of Common Stock. Notwithstanding the immediately preceding sentence, there shall be no fractional shares issued and, in lieu thereof, a holder of Common Stock on the Split Effective Time who would otherwise be entitled to a fraction of a share as a result of the reclassification, following the Split Effective Time, shall receive upon the surrender of such stockholders’ old stock certificate, cash in lieu of fractional shares. As a consequence of this reclassification, the voting rights of each share of Series A Preferred Stock shall be reduced by the same ratio.
THIRD: That a meeting and vote of the stockholders of the Corporation (the “Stockholders”), took place on April 26, 2024 at which time this amendment was properly approved by the Stockholders.
FOURTH: The aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the DGCL.
FIFTH: The aforesaid amendment shall be effective as of 10:30 A.M. Eastern Standard Time on April 26, 2024.
IN WITNESS WHEREOF, the Corporation has caused this Amendment to the Certificate of Incorporation of the Corporation to be duly executed by the undersigned this 26th day of April, 2024.
| THE OLB GROUP, INC | ||
| /s/ Ronny Yakov | ||
| Name: | Ronny Yakov | |
| Title: | Chairman and CEO | |
Exhibit 99.1
The OLB Group, Inc. Announces One-for-Ten Reverse Stock Split
Split to be effective May 6, 2024
New York, NY – May 2, 2024 - The OLB Group, Inc. (NASDAQ: OLB) (“OLB” or the “Company”), a FinTech company and a payment facilitator that, through our subsidiaries, focuses on a suite of products in the merchant services and payment facilitator verticals, today announced that that on April 26, 2024, its shareholders approved a reverse split of its common stock on a one-for-ten basis (the “Reverse Stock Split”). The Company’s common stock will begin trading on a post-split basis on May 6, 2024.
As a result of the Reverse Stock Split, each ten (10) pre-split shares of common stock of the Company will be automatically combined into one (1) share of common stock without any action on the part of the holders, without any change in the par value per share or the number of authorized shares of the Company’s common stock. Following the Reverse Stock Split, the Company’s issued and outstanding common stock will be reduced from 18,103,462 shares to approximately 1,810,346. The Company’s ticker symbol will remain “OLB”. Additionally, the Company’s common stock will trade under a new CUSIP number – 67086U406. The Reverse Stock Split is intended to increase the market price per share of the Company’s common stock to allow the Company to maintain its Nasdaq listing.
No fractional shares will be issued as a result of the Reverse Stock Split and any fractional shares resulting from the reverse stock split were rounded down to the nearest number of whole shares so that we will issue cash in lieu of any fractional shares that such stockholder would have received as a result of the Reverse Stock Split.
Transfer Online, Inc. (“Transfer Online”) is acting as the exchange agent and transfer agent for the reverse stock split. Transfer Online will provide instructions to stockholders with physical certificates regarding the optional process for exchanging their pre-split stock certificates for post-split stock certificates. Stockholders owning shares via a broker or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split. Please contact Transfer Online for further information at (503) 227-2950.
Future OLB Press Releases and Updates
Interested investors or shareholders can be notified of future Press releases and Industry. updates by email: IR@olb.com
For more information about The OLB Group, please visit https://www.olb.com and financial information https://investors.olb.com/
About The OLB Group, Inc.
The OLB Group, Inc. is a diversified Fintech eCommerce merchant services provider expanding into the "under banked" market sector and a proposed spinoff of a Bitcoin mining enterprise to OLB shareholders. The Company's eCommerce platform delivers cloud-based merchant services for a comprehensive digital commerce solution to thousands of merchants in all 50 states.
Safe Harbor Statement
All statements from The OLB Group, Inc. in this news release that are not based on historical fact are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, our ability to implement our proprietary merchant boarding and CRM system and to roll out our Omni Commerce and SecurePay applications, including payment methods, to our current merchants and the integration of our secure payment gateway with our crowdfunding platform, our ability to successfully launch a bitcoin mining operation and our ability to earn revenue from the new operations. While the Company’s management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include statements regarding the expected revenue and income for operations to be generated by The OLB Group, Inc. For other factors that may cause our actual results to differ from those that are expected, see the information under the caption “Risk Factors” in the Company’s most recent Form 10-K and 10-Q filings, and amendments thereto, as well as other public filings with the SEC since such date. The Company operates in a rapidly changing and competitive environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statement.
CONTACT:
OLB Group, Investor Relations
Rick Lutz
IR@OLB.com
(212) 278-0900 Ext. 333