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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): February 3, 2026
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39435 | 12-4188568 | ||
| (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 7.01 Regulation FD Disclosure.
On February 3, 2026, The OLB Group, Inc. (“we”, “us” or “our”) issued a press release announcing an update on the spin-off of the Company’s subsidiary DMint, Inc. The press release is being furnished as Exhibit 99.1 to this report.
Statements that are not historical fact may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our clinical trials, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. These risks, uncertainties and factors include, but are not limited to, those factors set forth in “Item 1A – Risk Factors” and other sections of our most recent Annual Report on Form 10-K as well as in our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Current Report.
Item 9.01 Financial Statements and Exhibits.
Set forth below is a list of Exhibits included as part of this Current Report:
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 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: February 3, 2026
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
|
Name: Title: |
Ronny Yakov Chief Executive Officer |
|
Exhibit 99.1
OLB Group Announces Transformational Spin-Off: Shareholders to Receive Equity in Two Distinct Public Companies
NEW YORK CITY, NY / ACCESS Newswire / February 3rd , 2026 — The OLB Group, Inc. (NASDAQ: OLB) (“OLB” or the “Company”), a diversified fintech firm specializing in payment solutions and digital asset technology, today announced the planned structure for the spin-off of DMint, Inc. (“DMint”), its high-growth digital asset mining subsidiary.
A Landmark Opportunity for OLB Shareholders
Upon completion of this transaction, current OLB shareholders will own equity interests in not one, but two separately traded public companies—without investing an additional dollar:
| ● | OLB Group: A streamlined fintech powerhouse focused on payment processing, merchant services, and e-commerce solutions |
| ● | DMint: A pure-play Bitcoin mining company positioned to capitalize on the expanding digital asset economy |
This dual-ownership structure is designed to maximize shareholder value by allowing each business to pursue its distinct growth trajectory with dedicated management, focused capital allocation, and clear market positioning.
How the Distribution Works
Each OLB shareholder of record as of the expected record date will receive DMint shares on a pro rata basis, as will be described in DMint’s Form S-1 (333-282740). No action is required—DMint shares will be delivered directly to your existing brokerage account through the Depository Trust Company system.
In parallel with the spin-off, DMint will conduct a public offering under Form S-1 (333-292762). Following the offering, OLB shareholders will receive, in the aggregate, the remaining DMint shares proportionally based on their OLB holdings. This structure ensures existing shareholders participate in DMint’s equity at its established public market valuation.
Why This Transaction Creates Value
For OLB shareholders, this spin-off unlocks embedded value that may not be fully reflected in today’s share price:
| OLB (Post Spin-Off) | DMint |
| Transaction-driven, recurring fee revenue | Direct exposure to cryptocurrency upside |
| Predictable fintech operating model | State-of-the-art mining facility in Selmer, Tennessee |
| Serving the growing digital payments ecosystem | Scalable infrastructure for Bitcoin mining |
| Lower volatility profile | High-growth potential tied to digital asset markets |
By separating these fundamentally different businesses, investors can evaluate and value each company on its own merits—potentially attracting new investor bases for both entities and improving overall market recognition.
Strategic Use of Proceeds
DMint expects to deploy net proceeds from its public offering to:
| ● | Acquire additional next-generation mining equipment |
| ● | Expand power and hosting capacity |
| ● | Scale operations at its Selmer, Tennessee facility and related sites |
| ● | Strengthen working capital for accelerated growth |
Continued Leadership Commitment
OLB’s current leadership team will continue to oversee operations after the spin-off, providing continuity for the core fintech segment. DMint will function as an independent entity, concentrating on bitcoin mining and optimizing its organizational framework to enhance mining efficiency and maximize shareholder value.
About The OLB Group, Inc.
The OLB Group, Inc. is a diversified fintech company delivering a comprehensive suite of payment processing and digital asset technology solutions designed to simplify and enhance the merchant experience. Services include payment facilitator solutions, integrated point-of-sale systems, e-commerce capabilities, and cryptocurrency mining operations through its DMint subsidiary. For more information, visit www.olb.com.
About DMint, Inc.
DMint, Inc. is a cryptocurrency mining company focused on Bitcoin mining operations utilizing state-of-the-art equipment and sustainable energy solutions. DMint operates mining facilities engineered to maximize efficiency and profitability in the digital asset sector. www.dmint.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated spin-off of DMint, the timing and completion of the proposed public offering, the distribution of DMint shares to OLB shareholders, future Nasdaq listings, and the expected strategies, plans, and growth prospects of OLB and DMint. These forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including risks related to market conditions, regulatory approvals, the effectiveness of registration statements, Nasdaq listing approvals, and other factors described in DMint’s Form S-1s and OLB’s other filings with the Securities and Exchange Commission. OLB undertakes no obligation to update any forward-looking statements, except as required by law.
Investor Contact:
The OLB Group, Inc.
Investor Relations
Email: ir@olb.com
Phone: (212) 278-0900, ext. 333
SOURCE: The OLB Group, Inc