Current Report Filing (8-k)
09 November 2021 - 2:12AM
Edgar (US Regulatory)
0001314196
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0001314196
2021-11-05
2021-11-05
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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
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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:
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.
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.
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
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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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2
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