UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed
by the Registrant ☒
Filed
by a Party other than the Registrant ☐
Check
the appropriate box:
☒ |
|
Preliminary
Proxy Statement |
☐ |
|
Confidential,
for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
☐ |
|
Definitive
Proxy Statement |
☐ |
|
Definitive
Additional Materials |
☐ |
|
Solicitation
Material Pursuant to Rule 14a-11(c) or rule 14a-12 |
The
OLB Group, Inc.
(Name
of Registrant as Specified in its Charter)
(Name
of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
☒ |
|
No
fee required. |
☐ |
|
Fee
paid previously with preliminary materials. |
☐ |
|
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
THE
OLB GROUP, INC.
1120 Avenue of the Americas, Fourth Floor
New York, New York 10036
December
20, 2024
To
the Stockholders of The OLB Group, Inc.:
You
are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The OLB Group, Inc.
(the “Company”) to be held virtually at http://www.virtualshareholdermeeting.com/OLB2024 on December 20, 2024 at 10:00 a.m.
Eastern Time, for the following purposes:
| 1. | To
elect Alina Dulimof, Ronny Yakov, Amir Sternhell and Ehud Ernst as directors (the “Director
Nominees”) to serve on the Company’s Board of Directors (the “Board”)
for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their
successors are elected and qualified; |
| 2. | To
ratify the appointment by the Board of RBSM, LLC as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To
approve the Second Amended and Restated 2020 Share Incentive Plan (the “New Plan”); |
| 4. | To
approve, on an advisory basis, the compensation of our named executive officers as described
in this proxy statement; and |
| 5. | To
transact such other business as may properly come before the Annual Meeting or any adjournment
thereof. |
THE
BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES, “FOR”
THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER
31, 2024, “FOR” the approval of the NEW PLAN and “FOR” approval, on an advisory basis, OF the compensation of
our named executive officers as described in this proxy statement.
The
Board has fixed the close of business on November 8, 2024 as the record date (the “Record Date”) for the determination
of stockholders entitled to notice of, and to vote at, the Annual Meeting or any postponement or adjournment thereof. Accordingly, only
stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Annual
Meeting or any postponement or adjournment thereof.
Your
vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Annual Meeting for a more complete
statement of matters to be considered at the Annual Meeting.
IMPORTANT
WHETHER
OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY
VOTE YOUR PROXY VIA THE INTERNET, BY TELEPHONE OR, IF YOU RECEIVED A PRINTED FORM OF PROXY IN THE MAIL, BY COMPLETING, DATING, SIGNING
AND RETURNING THE ENCLOSED PROXY IN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE ANNUAL MEETING. YOUR PROXY, GIVEN
THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE ANNUAL
MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VIRTUALY ATTENDING THE ANNUAL MEETING AND
VOTING.
IF
YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE ANNUAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES
AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.
THE
PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023 ARE AVAILABLE
ON THE INTERNET AT WWW.olb.com/public-fillings OR AT THE SEC’S WEBSITE AT
HTTP://WWW.SEC.GOV. YOU WILL NEED TO USE THE CONTROL NUMBER APPEARING ON YOUR
PROXY CARD TO VOTE PRIOR TO OR AT THE ANNUAL MEETING.
THE
OLB GROUP, INC.
1120 Avenue of the Americas, Fourth Floor
New York, New York 10036
NOTICE
OF ANNUAL MEETING OF STOCKHOLDERS
November
22, 2024
To
the Stockholders of The OLB Group, Inc.:
You
are cordially invited to attend the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of The OLB Group, Inc.
(the “Company”) to be held virtually at http://www.virtualshareholdermeeting.com/OLB2024 on Friday, December 20, 2024
at 10:00 a.m. Eastern Time, for the following purposes:
| 1. | To
elect Alina Dulimof, Ronny Yakov, Amir Sternhell and Ehud Ernst as directors (the “Director Nominees”) to serve on
the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2025 Annual Meeting of
Stockholders, or until their successors are elected and qualified; |
| 2. | To
ratify the appointment by the Board of RBSM, LLC (the “Auditor”) as the Company’s independent registered public
accounting firm for the fiscal year ending December 31, 2024; |
| 3. | To
approve the Second Amended and Restated 2020 Share Incentive Plan (the “New Plan”); |
| 4. | To
approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement; and |
| 5. | To
transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
Our
Board recommends a vote “FOR” the election of each of the Director Nominees, “FOR” the ratification of the appointment
of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 20244,
“for” the Approval of the New Plan and “FOR” the approval, on an advisory basis, of the compensation of our named
executive officers as described in this proxy statement.
Stockholders
of record of our common stock at the close of business on November 8, 2024 (the “Record Date”) will be entitled to
notice of, and are cordially invited to, attend this Annual Meeting and to attend any adjournment or postponement thereof. However,
to assure your representation at the Annual Meeting, please vote your proxy via the internet, by telephone, or, if you received a printed
form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy. Whether or not you expect to attend the
Annual Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Annual
Meeting.
You
may cast your vote by visiting http://www.proxyvote.com. You may also have access to the materials for the Annual Meeting
by visiting the website: www.investors.olb.com. You will need to use the control number appearing on your proxy card to vote
prior to or at the Annual Meeting.
Each
share of common stock entitles the holder thereof to one vote and each share of Preferred Stock entitles the holder to 11.110 votes per
share. A complete list of stockholders of record entitled to vote at this Annual Meeting will be available for ten days before this
Annual Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for
any purpose germane to this Annual Meeting.
You
are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.
This
notice and the attached proxy statement are first being disseminated to stockholders on or about November 22, 2024.
BY
ORDER OF THE BOARD OF DIRECTORS, |
|
|
|
/s/
Ronny Yakov |
|
Ronny
Yakov |
|
Chairman
and Chief Executive Officer |
|
The
OLB Group, Inc. |
|
IF
YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED “FOR” THE ELECTION OF
EACH OF THE DIRECTOR NOMINEES, “FOR” THE RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024, “FOR” the approval of the New
Plan and “FOR” approval, on an advisory basis, OF the compensation of our named executive officers as described in this proxy
statement.
Important
Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on December 20, 2024: This Proxy Statement,
along with our Annual Report on Form 10-K for the year ended December 31, 2023, is available at: http://www.olb.com/.
TABLE
OF CONTENTS
PROXY
STATEMENT
THE
OLB GROUP, INC.
ANNUAL MEETING OF STOCKHOLDERS
to be held virtually
at 10:00 a.m. Eastern time on Friday, December 20, 2024
QUESTIONS
AND ANSWERS ABOUT THESE PROXY MATERIALS
Why
am I receiving this Proxy Statement?
The
Company has made these materials available to you in connection with the Company’s solicitation of proxies for use at the 2024
Annual Meeting of Stockholders of the Company (the “Annual Meeting”) to be held virtually on Friday, December 20,
2024 at 10:00 a.m. Eastern time, and at any postponement(s) or adjournment(s) thereof. These materials were first sent
or given to stockholders on or about November 22, 2024. This proxy statement gives you information on these proposals so that you can
make an informed decision.
In
this proxy statement, we refer to The OLB Group, Inc. as the “Company”, “we”, “us” or “our”
or similar terminology.
What
is included in these materials?
These
materials include:
| ● | This
Proxy Statement for the Annual Meeting; and |
| ● | The
Company’s Annual Report on Form 10-K for the year ended December 31, 2023. |
Who
can vote at the annual meeting of stockholders?
Stockholders
who owned shares of our common stock, par value $0.0001 per share (“Common Stock”) or Series A Preferred Stock
(“Preferred Stock”), on November 8, 2024 (the “Record Date”) may vote at the Annual Meeting. There
were 1,965,040 shares of Common Stock and 1,021 shares of Preferred Stock outstanding on the Record Date and holders of the Preferred
Stock have the right to 11.110 votes per share together with the holders of the Common Stock. All shares of Common Stock have one vote
per share and vote together with the holders of the Series A Preferred Stock as a single class. Information about the stockholdings of
our directors and executive officers is contained in the section of this Proxy Statement entitled “Beneficial Ownership of Principal
Stockholders, Officers and Directors” on page 31 of this Proxy Statement.
What
is the proxy card?
The
proxy card enables you to appoint Mr. Matthew Kepke, Corporate Counsel, as your representative at the Annual Meeting. By completing
and returning the proxy card or voting online as described herein, you are authorizing Mr. Kepke to vote your shares at the Annual
Meeting in accordance with your instructions on the proxy card. This way, your shares will be voted whether or not you attend the Annual
Meeting. Even if you plan to attend the Annual Meeting, we think that it is a good idea to complete and return your proxy card before
the Annual Meeting date just in case your plans change. If a proposal comes up for vote at the Annual Meeting that is not on the proxy
card, the proxy will vote your shares, under your proxy, according to his best judgment. The proxy card (or voter information form) will
also contain your control number. You will need to use the control number appearing on your proxy card to vote prior to or at the Annual
Meeting.
What
am I voting on?
You
are being asked to vote:
| 1. | To
elect Alina Dulimof, Ronny Yakov, Amir Sternhell and Ehud Ernst as directors (the “Director
Nominees”) to serve on the Company’s Board of Directors (the “Board”)
for a one-year term that expires at the 2025 Annual Meeting of Stockholders, or until their
successors are elected and qualified; |
| 2. | To
ratify the appointment by the Board of RBSM, LLC (the “Auditor”) as the
Company’s independent registered public accounting firm for the fiscal year ending
December 31, 2024; |
| 3. | To
approve the New Plan; |
| 4. | To
approve, on an advisory basis, the compensation of our named executive officers as described
in this proxy statement; and |
| 5. | To
transact such other business as may properly come before the Annual Meeting or any adjournment
thereof. |
How
does the Board recommend that I vote?
Our
Board recommends that the stockholders vote “FOR” each of the Director Nominees, “FOR”
the ratification of the appointment of RBSM, LLC as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2024, “for” the approval of the New Plan and
“FOR” the approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy
statement.
What
is the difference between holding shares as a stockholder of record and as a beneficial owner?
Most
of our stockholders hold their shares in an account at a brokerage firm, bank or other nominee holder, rather than holding share certificates
in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially.
Stockholder
of Record
If,
on the Record Date, your shares were registered directly in your name with our transfer agent, Transfer Online, you are a “stockholder
of record” who may vote at the Annual Meeting, and we are sending these proxy materials directly to you. As the stockholder of
record, you have the right to direct the voting of your shares as described below. Whether or not you plan to attend the Annual Meeting,
please complete, date and sign the enclosed proxy card to ensure that your vote is counted.
Beneficial
Owner
If,
on the Record Date, your shares were held in an account at a brokerage firm or at a bank or other nominee holder, you are considered
the beneficial owner of shares held “in street name,” and these proxy materials are being forwarded to you by or at the direction
of your broker or nominee who is considered the stockholder of record for purposes of voting at the Annual Meeting. As the beneficial
owner, you have the right to vote your shares and to attend the Annual Meeting as described below. Whether or not you plan to attend
the Annual Meeting, please vote prior to the Annual Meeting as described below to ensure that your vote is counted.
How do I
vote my shares?
There
are four ways to vote:
| (1) | Via
the Internet. Use the internet to vote by going to the internet address listed on your proxy card; have your
proxy card or in hand as you will be prompted to enter your control number to create and submit an electronic vote. If you vote in this
manner, your “proxy,” whose name is listed on the proxy card , will vote your shares as you instruct on the proxy card. If
you sign and return the proxy card or submit an electronic vote but do not give instructions on how to vote your shares, your shares
will be voted as recommended by the Board. |
| (2) | Via
telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided
on your proxy card . Have your proxy card in hand as you will be prompted to enter your control number to create and submit a telephonic
vote. |
| (3) | In
person. You may vote at the Annual Meeting by following the instructions when you log-in for the Annual Meeting.
Have your proxy card in hand as you will be prompted to enter your control number to vote at the Annual Meeting. If you hold your shares
through an intermediary, such as a bank or broker, you must register in advance to gain access to the virtual Annual Meeting to vote
your shares during the meeting or ask questions during the meeting. You will not be able to vote at the meeting unless you have
submitted proof of a legal proxy from your broker, bank or other nominee issued in your name giving you the right to vote your shares. |
| (4) | By
Mail. You may vote by mail. If you request printed copies of the proxy materials by mail and are a record
holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided. If you are a beneficial holder
you may vote by proxy by filling out the vote instruction form and sending it back in the envelope provided by your brokerage firm, bank,
broker-dealer or other similar organization that holds your shares. |
What
does it mean if I receive more than one proxy card?
You
may have multiple accounts at the transfer agent and/or with brokerage firms. Please sign and return all proxy cards to ensure that all
of your shares are voted.
What
if I change my mind after I return my proxy?
You
may revoke your proxy and change your vote at any time before the polls close at the Annual Meeting. You may do this by:
| ● | sending
a written notice to Matthew Kepke, our Corporate Counsel, stating that you would like to revoke your proxy of a particular date; |
| ● | signing
another proxy card with a later date and returning it before the polls close at the Annual Meeting; or |
| ● | Voting
at the Annual Meeting. |
Please
note, however, that if your shares are held of record by a brokerage firm, bank or other nominee, you may need to instruct your broker,
bank or other nominee that you wish to change your vote by following the procedures on the voting form provided to you by the broker,
bank or other nominee.
Will
my shares be voted if I do not sign and return my proxy card?
If
your shares are held in your name and you do not sign and return your proxy card, your shares will not be voted unless you vote at the
Annual Meeting. If you hold your shares in the name of a broker, bank or other nominee, your nominee may determine to vote your shares
at its own discretion on certain routine matters, such as the ratification of the Auditor, absent instructions from you. However, due
to voting rules that will prevent your bank or broker from voting your uninstructed shares on a discretionary basis in the election of
directors and the other non-routine matters, it is important that you cast your vote.
How
may I vote with respect to each proposal and how are votes counted?
Your
voting options will be dependent on the particular proposal for which you wish to cast a vote. With respect to proposal 1 (the election
of directors), you may vote “for” all of the Director Nominees or “withhold” authority to vote for one or all
of the Director Nominees. With respect to proposals 2, 3 and 4, you may vote “for” or “against” the proposal
or you may “abstain” from casting a vote on such proposal. Abstentions, votes marked “withheld” and broker non-votes
will be counted for the purpose of determining whether a quorum is present at the Annual Meeting.
Broker
non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and
instructions are not given. These matters are referred to as “non-routine” matters. The election of the directors, approval
of the New Plan and the approval on an advisory basis of the compensation of our named executive officers are “non-routine.”
Thus, in tabulating the voting result for these proposals, shares that constitute broker non-votes are not considered votes cast on that
proposal. The ratification of the appointment of the Auditor is “routine” matters and therefore a broker may vote on this
matter without instructions from the beneficial owner as long as instructions are not given.
How
many votes are required to approve each of the proposals?
For
the Director Election Proposal, the four persons receiving the highest number of affirmative votes at the Annual Meeting will be elected.
The
affirmative vote of a majority of the votes cast at the Annual Meeting by the holders of Common Stock and Preferred Stock is required
to approve each of the other proposals.
What
happens if I don’t indicate how to vote my proxy?
If
you just sign your proxy card without providing further instructions, your shares will be counted as a “FOR” vote for each
of the Director Nominees, “FOR” the ratification of the appointment of the Auditor as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2024, “FOR” the approval of the New Plan and “FOR”
the approval, on an advisory basis, of the compensation of our named executive officers as described in this proxy statement.
Is
my vote kept confidential?
Proxies,
ballots and voting tabulations identifying stockholders are kept confidential and will not be disclosed except as may be necessary to
meet legal requirements.
Where
do I find the voting results of the Annual Meeting?
We
will announce voting results at the Annual Meeting and file a Current Report on Form 8-K announcing the voting results of the Annual
Meeting.
Who
can help answer my questions?
You
can contact our Corporate Counsel, Matthew Kepke, at (212) 278-0900 or by sending a letter to Mr. Kepke at the offices of the
Company at 1120 Avenue of the Americas, 4th Floor, New York, NY 10036 with any questions about proposals described
in this Proxy Statement or how to execute your vote.
THE
ANNUAL MEETING
General
This
Proxy Statement is being furnished to you, as a stockholder of The OLB Group, Inc., as part of the solicitation of proxies by our Board
for use at the Annual Meeting to be held on December 20, 2024, and any adjournment or postponement thereof. This Proxy Statement is first
being furnished to stockholders on or about November 22, 2024. This Proxy Statement provides you with information you need to know to
be able to vote or instruct your proxy how to vote at the Annual Meeting.
Date,
Time, Place of Annual Meeting
The
Annual Meeting will be held virtually at ww.virtualshareholdermeeting.com/OLB2024 on Friday, December 20, 2024 at 10:00 a.m. Eastern
Time, or such other date, time and place to which the Meeting may be adjourned or postponed.
Purpose
of the Annual Meeting
At
the Annual Meeting, the Company will ask stockholders to consider and vote upon the following proposals:
| 1. | To
elect Alina Dulimof, Ronny Yakov, Amir Sternhill and Ehud Ernst as directors (the “Director Nominees”) to serve on
the Company’s Board of Directors (the “Board”) for a one-year term that expires at the 2025 Annual Meeting of
Stockholders, or until their successors are elected and qualified; |
| 2. | To
ratify the appointment by the Board of RBSM, LLC as the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2024; |
| 3. | To
approve the New Plan; |
| 4. | To
approve, on an advisory basis, the compensation of our named executive officers as described in this proxy statement; and |
| 5. | To
transact such other business as may properly come before the Annual Meeting or any adjournment thereof. |
Recommendations
of the Board
Our
Board recommends that the stockholders vote “FOR” each of the Director Nominees, “FOR” the ratification
of the appointment of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2024, “FOR” the approval of the New Plan and “FOR” the approval, on an advisory basis, of the compensation of
our named executive officers as described in this proxy statement.
Record
Date and Voting Power
Our
Board fixed the close of business on November 8, 2024, as the record date for the determination of the outstanding shares of Common Stock
entitled to notice of, and to vote on, the matters presented at this Annual Meeting. As of the Record Date, there were 1,965,040 shares
of Common Stock and 1,021 shares of Preferred Stock. Each share of Common Stock entitles the holder thereof to one vote and each share
of Preferred Stock entitles the holder to 11.110 votes per share. Accordingly, a total of 1,976,383 votes may be cast at this Annual
Meeting.
Quorum
and Required Vote
A
quorum of stockholders is necessary to hold a valid meeting. A quorum will be present at the meeting if a majority of the voting power
of the Common Stock and Preferred Stock outstanding and entitled to vote at the Annual Meeting is represented at the Annual Meeting or
by proxy. Abstentions, votes marked “withheld” and broker non-votes will count as present for purposes of establishing a
quorum.
In
the election of directors, the four persons receiving the highest number of affirmative votes cast at the Annual Meeting will be elected.
Votes marked “withheld” and broker non-votes will have no effect on the election of directors.
The
affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the Auditor as our independent registered
public accounting firm for the year ending December 31, 2024, to approve the New Plan and to approve, on an advisory basis,
the compensation of our named executive officers as described in this proxy statement. Abstentions will have no effect on the ratification
of the appointment of the Auditor, the approval of the New Plan or the approval, on an advisory basis, the compensation of our named
executive officers as described in this proxy statement
Brokers
may use their discretion to vote shares held by them of record for ratification of the appointment of the Auditor if they have not been
provided with voting instructions from the beneficial owner of the shares of Common Stock.
Voting
There
are four ways to vote:
| 1. | Via
the Internet. Use the internet to vote by going to the internet address listed on your proxy card or ; have
your proxy card or in hand as you will be prompted to enter your control number to create and submit an electronic vote. If you vote
in this manner, your “proxy,” whose name is listed on the proxy card and will vote your shares as you instruct on the proxy
card. If you sign and return the proxy card or submit an electronic vote but do not give instructions on how to vote your shares, your
shares will be voted as recommended by the Board. |
| 2. | Via
Telephone. Using a touch-tone telephone, you may transmit your voting instructions to the number provided
on your proxy card. Have your proxy card in hand as you will be prompted to enter your control number to create and submit a telephonic
vote. |
| 3. | In
person. You may vote at the Annual Meeting by following the instructions when you log-in for the Annual Meeting.
Have your proxy card in hand as you will be prompted to enter your control number to vote at the Annual Meeting. If you hold your shares
through an intermediary, such as a bank or broker, you must register in advance to gain access to the virtual Annual Meeting to vote
your shares during the meeting or ask questions during the meeting. You will not be able to vote at the meeting unless you have
submitted proof of a legal proxy from your broker, bank or other nominee issued in your name giving you the right to vote your shares. |
| 4. | By
mail. You may vote by mail. If you request printed copies of the proxy materials by mail and are a record
holder, you may vote by proxy by filling out the proxy card and sending it back in the envelope provided. If you request printed copies
of the proxy materials by mail and are a beneficial holder you may vote by proxy by filling out the vote instruction form and sending
it back in the envelope provided by your brokerage firm, bank, broker-dealer or other similar organization that holds your shares. |
While
we know of no other matters to be acted upon at this year’s Annual Meeting, it is possible that other matters may be presented
at the Annual Meeting. If that happens and you have signed and not revoked a proxy card, your proxy will vote on such other matters in
accordance with his best judgment.
Expenses
The
expense of preparing, printing and mailing this Proxy Statement, exhibits and the proxies solicited hereby will be borne by the Company.
In addition to the use of the mails, proxies may be solicited by officers, directors and regular employees of the Company, without additional
remuneration, by personal interviews, telephone, email or facsimile transmission. The Company will also request brokerage firms, nominees,
custodians and fiduciaries to forward proxy materials to the beneficial owners of shares of Common Stock held of record and will provide
reimbursements for the cost of forwarding the material in accordance with customary charges.
Revocability
of Proxies
Proxies
given by stockholders of record for use at the Annual Meeting may be revoked at any time prior to the exercise of the powers conferred.
In addition to revocation in any other manner permitted by law, stockholders of record giving a proxy may revoke the proxy by an instrument
in writing, executed by the stockholder or his attorney authorized in writing or, if the stockholder is a corporation, under its corporate
seal, by an officer or attorney thereof duly authorized, and deposited either at the corporate headquarters of the Company at any time
up to and including the last business day preceding the day of the Annual Meeting, or any adjournments thereof, at which the
proxy is to be used, or with the chairman of such Annual Meeting on the day of the Annual Meeting or adjournments thereof, and upon
either of such deposits the proxy is revoked.
No
Right of Appraisal
None
of Delaware law, our Certificate of Incorporation, or our Bylaws, as amended, provides for appraisal or other similar rights for dissenting
stockholders in connection with any of the proposals to be voted upon at this Annual Meeting. Accordingly, our stockholders will have
no right to dissent and obtain payment for their shares.
Who
Can Answer Your Questions About Voting Your Shares
You
can contact our Corporate Counsel, Matthew Kepke, at (212) 278-0900 or by sending a letter to Mr. Kepke at the offices of the
Company at 1120 Avenue of the Americas, 4th Floor, New York, NY 10036 with any questions about proposals described
in this Proxy Statement or how to execute your vote.
Principal
Offices
The
principal executive offices of the Company are located 1120 Avenue of the Americas, 4th Floor, New York, NY 10036.
The Company’s telephone number at such address is (212) 278-0900.
ALL
PROXIES RECEIVED WILL BE VOTED IN ACCORDANCE WITH THE CHOICES SPECIFIED ON SUCH PROXIES. PROXIES WILL BE VOTED IN FAVOR OF EACH
OF THE DIRECTOR NOMINEES AND PROPOSALS IF NO CONTRARY SPECIFICATION IS MADE. ALL VALID PROXIES OBTAINED WILL BE VOTED AT THE DISCRETION
OF THE PERSONS NAMED IN THE PROXY WITH RESPECT TO ANY OTHER BUSINESS THAT MAY COME BEFORE THE MEETING.
PROPOSAL 1
ELECTION OF DIRECTORS
Introduction
The
Board has nominated the Director Nominees to stand for election at the Annual Meeting. Stockholders will be asked to elect each of the
Director Nominees, each to hold office until the 2025 Annual Meeting of Stockholders or until his or her successor is elected and qualified.
The enclosed proxy, if returned, and unless indicated to the contrary, will be voted for the election of each of the Director Nominees.
We
have been advised by each of the Director Nominees that he or she is willing to be named as a nominee and each is willing to serve, or
continue to serve as a director if elected. If some unexpected occurrence should make necessary, in the discretion of the Board, the
substitution of some other person for the nominees, it is the intention of the persons named in the proxy to vote for the election of
such other persons as may be designated by the Board.
Board
Qualifications
We
believe that the collective skills, experiences and qualifications of our directors provide our Board with the expertise and experience
necessary to advance the interests of our stockholders. In selecting directors, the Board considers candidates that possess qualifications
and expertise that will enhance the composition of the Board, including the considerations set forth below. The considerations set forth
below are not meant as minimum qualifications, but rather as guidelines in weighing all of a candidate’s qualifications and expertise.
In addition to the individual attributes of each of our current directors described below, we believe that our directors should have
the highest professional and personal ethics and values, consistent with our longstanding values and standards. They should have broad
experience at the policy-making level in business, exhibit commitment to enhancing stockholder value and have sufficient time to carry
out their duties and to provide insight and practical wisdom based on their past experience.
Director
Nominees
Our
Board currently consists of four directors, Ronny Yakov, Amir Sternhell, Ehud Ernst and Alina Dulimof.
The
Nominating Committee (the “Committee”) of the Board indicated its desire to continue with the current composition of the
Board. Accordingly, at the Annual Meeting, the four incumbent directors (Ronny Yakov, Amir Sternhell, Ehud Ernst and Alina Dulimof) were
nominated each to serve until the next Annual Meeting of Stockholders and until his or her successor shall be elected and shall qualify.
Each of the current directors that has determined to stand for reelection at the Annual Meeting has been nominated for reelection to
the Board. All of the Director Nominees are available for election as members of the Board. If for any reason a Director Nominee becomes
unavailable for election, the proxies solicited by the Board will be voted for a substitute nominee selected by the Board.
The
following sets forth the biographical background information for all of our Director Nominees:
Ronny
Yakov has been Chief Executive Officer, Chairman of the Board of Directors, founder and majority shareholder of the Company
since 2004. Mr. Yakov has over 25 years of experience of concept-to-print, software and e-commerce marketing experience with
Fortune 500 and 1,000 companies and a proven track record of helping clients adapt their businesses to technological developments. In
1996, Mr. Yakov entered into the electronic mail-order catalog business with Playboy Enterprises, creating and hosting two e-commerce
sites: Critics’ Choice Video and Collectors’ Choice Music. As founder of the Company, Mr. Yakov has since developed
a number of other branded e-commerce sites for clients, selling a variety of products including sporting goods, chocolates and cosmetics,
with which the company now partners to provide ongoing hosting and maintenance. Other significant accomplishments of Mr. Yakov have
included establishing an AT&T wholesale e-commerce platform for 180,000 employees and working with high-profile clients such as Disney,
Cisco Systems, Pfizer, Motorola, and Microsoft, among many others. Mr. Yakov also developed and maintains a complex extranet/intranet
infrastructure that allows Doremus, an Omnicom Communication subsidiary, to provide its advertising services to 50 of the top financial
institutions on a real-time basis. Mr. Yakov qualifies as a Director as a result of him being the Chief Executive Officer of the
Company and his work experience in the software and payment processing marketplaces.
Ehud
Ernst is one of our independent directors and has served on our Board since August 2020. Since 2015, Mr. Ernst has
been the chief executive officer of HyperTail.es. From 2007 to 2017, Mr. Ernst founded and was the chief executive officer of Feelternet,
a creative digital agency, which served some of the largest brands in the Israeli market. From 2004 to 2007, Mr. Ernst served as
division manager at Data-Pro Proximity/BBDO, a large direct marketing and analytics agency in Israel. From 1985 to 1999, Mr. Ernst
founded and was the chief executive officer of Ernst Meron studios, one of the largest commercial photography production studio in Israel.
Mr. Ernst also co-founded Impressia.com, a marketing technology start-up venture enabling product displays at e-commerce stores.
Mr. Ernst graduated from ICP New York with a degree in Photography and Art. Mr. Ernst qualifies as a Director because
of his extensive experience in the technology marketplace and his experience as an entrepreneurial executive.
Amir
Sternhell is one of our independent directors and has served on our Board since August 2020. Since 2016, Mr. Sternhell
has served as chief strategy officer of Sertainty, a data optimization company. Mr. Sternhell has 24 years of experience in
the IT and Corporate Learning industries, including two-decades at .2013, where he was head of a business intelligence unit representing
Microstrategy, and, chief learning officer, representing Harvard Business Publishing. Mr. Sternhell was the founder of the first
Non-Profit Organization that assisted Israel’s Incubator System, in which he hand-held over 100 high-tech companies. Mr. Sternhell
was the vice chairman of the American-Israel Chamber of Commerce and Industry, overseeing its initiatives, and a recipient of its Business
Leadership Award. Mr. Sternhell served in the Directorate of Military Intelligence for the Israel Defense Forces, and was awarded
the Most Outstanding Soldier of the Corp. in 1981. Mr. Sternhell holds an AB in Political Science and Psychology from Tel Aviv University,
an MIA in International Economics from Columbia University and an MBA from the ‘Grand Ecole’ EDHEC ‘92 specializing
in IT and Management where he graduated first in his class. Mr. Ernst qualifies as a Director because of his experience working
with companies in the technology and cybersecurity marketplaces.
Alina
Dulimof is nominated to be an independent director. She is currently Chief Operating Officer and Head of Investor Relations and Business
Development at Dorset Management LLC, a commodity trading hedge fund she co-founded. Since 2017, she has served as a managing director
responsible for business development with Park Avenue Securities (PAS), a wealth management advisory firm in New York. Prior to
PAS, from 2012 to 2017, she was a partner with Nationwide Planning Associates and from 2007-2009, she was a VP, Private Banking
at Merrill Lynch in New York. She has passed the Series 7 (FINRA-General. Securities Representative exam) and Series 66
(NASAA_Uniform Combined State Law exam) exams. From 1999 to 2007, Ms. Dulimof was an Investment Manager with BrainHeart, a VC firm in
Stockholm, where she was responsible for investment decisions, while supporting the management teams of its portfolio companies. As an
entrepreneur, Ms. Dulimof achieved successful exits from 2 of her startups, prior to joining BrainHeart. For over 15 years she had
managed, advised and invested in a wide range of companies in Blockchain technology, Fintech, 5G, IoT, Cybersecurity, AI, Robotics, E-commerce,
Creator economy, Mobile, OOH advertising and Biotech, alongside entrepreneurs, venture capital and private equity firms. Prior to her
investment management career, she was a technology executive, starting at Ericsson in Stockholm, directly after her graduation with distinction
with a degree in Nuclear Physics from Bucharest University in 1988. At Ericsson, she held executive positions within diverse business
areas, from research to product development, marketing and strategic partnerships. During her tenure at Ericsson she earned an Executive
MBA from Stockholm School of Economics in 2001. She is a CFA charter holder. Ms. Dulimof qualifies as a Director because of her extensive
experience in the finance, technology and cryptocurrency industries.
We
believe that our Director Nominees represent a desirable mix of backgrounds, skills, experiences, genders and members of underrepresented
communities. Below are some of the specific experiences, qualifications, attributes or skills of each Director Nominee in addition to
the biographical information provided above that led to the conclusion that each person should serve as one of our directors in light
of our business and structure:
Board
Diversity Matrix
The
following Board Diversity Matrix presents our Board diversity statistics in accordance with Nasdaq Rule 5606, as self-disclosed
by our Directors.
Board
Diversity Matrix (as of November 1, 2024) |
Part I: Gender
Identity |
|
Male |
|
Female |
|
Non-Binary |
|
Did
Not Disclose Gender |
Directors
(4 total) |
|
3 |
|
1 |
|
0 |
|
0 |
Part II: Demographic
Background |
|
Male |
|
Female |
|
Non-Binary |
|
Did
Not Disclose Gender |
African
American or Black |
|
0 |
|
0 |
|
0 |
|
0 |
Alaskan
Native or American Indian |
|
0 |
|
0 |
|
0 |
|
0 |
Asian |
|
0 |
|
0 |
|
0 |
|
0 |
Hispanic,
Latino or Latina |
|
0 |
|
0 |
|
0 |
|
0 |
Native
Hawaiian or Pacific Islander |
|
0 |
|
0 |
|
0 |
|
0 |
White |
|
3 |
|
1 |
|
0 |
|
0 |
Two
or More Races or Ethnicities |
|
0 |
|
0 |
|
0 |
|
0 |
LGBTQ+ |
|
0 |
|
0 |
|
0 |
|
0 |
Undisclosed |
|
0 |
|
0 |
|
0 |
|
0 |
In
addition to the foregoing, we believe that each of the Director Nominees that is nominated for reelection is well-qualified to serve
as a member of our Board due to their prior experience and work with and on our Board.
Required
Vote
In
the election of directors, the four persons receiving the highest number of affirmative votes cast at the Annual Meeting will be elected.
Recommendation
of the Board
THE
BOARD RECOMMENDS A VOTE “FOR” ELECTION OF EACH OF THE NOMINEES FOR DIRECTOR.
Current
Directors and Executive Officers as of the Date of this Proxy Statement
Listed
below are the names of the current directors and executive officers of the Company, their ages and positions held as of the Record Date
and biographies if not disclosed above:
Name |
|
Age |
|
Position(s) |
Ronny
Yakov |
|
66 |
|
Chief
Executive Officer and Chairman of the Board of Directors and Director Nominee |
Rachel
Boulds |
|
54 |
|
Chief
Financial Officer |
Patrick
Smith |
|
51 |
|
Vice
President |
Alina
Dulimof |
|
57 |
|
Director
Nominee |
Ehud
Ernst |
|
64 |
|
Director
Nominee and Chairman of the Audit Committee |
Amir
Sternhell |
|
62 |
|
Director
Nominee |
See
above the biographies of Mr. Yakov, Mr. Ernst, Mr. Sternhell and Ms. Dulimof.
Rachel
Boulds is Chief Financial Officer of the Company. Ms. Boulds currently works for the Company on a part-time basis (spending
approximately 80% of her time working for the Company) while also operating her sole accounting practice which she has led since 2009
and which provides all aspects of consulting and accounting services to clients, including the preparation of full disclosure financial
statements for public companies to comply with GAAP and SEC requirements. Ms. Boulds also currently provides outsourced chief financial
officer services for two other companies. From August 2004 through July 2009, she was employed as a Senior Auditor for HJ &
Associates, LLC, where she performed audits and reviews of public and private companies, including the preparation of financial statements
to comply with GAAP and SEC requirements. From 2003 through 2004, Ms. Boulds was employed as a Senior Auditor at Mohler, Nixon and Williams.
From September 2001 through July 2003, Ms. Boulds worked as an ABAS Associate for PriceWaterhouseCoopers. From April 2000
through February 2001, Ms. Boulds was employed as an e-commerce Accountant for the Walt Disney Group’s GO.com. Ms. Boulds
earned a B.S. in Accounting from San Jose University in 2001 and is licensed as a CPA in the state of Utah.
Patrick
Smith is Vice President of the Company. Mr. Smith has over 20 years of finance, accounting and operational experience
in the merchant services industry. Mr. Smith joined eVance (Formerly Calpian Commerce) in 2014 as Director of Finance. Prior to
eVance, Mr. Smith spent 2 years as Director of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.
He worked with Pay by Touch, a biometric payments start-up company based in San Francisco, and was part of the financial team that raised
over $300M in its capital funding. From 1996 to 2004, Mr. Smith worked for Concord EFS, a large merchant acquirer. His titles at
Concord included Internal Audit, Financial Analyst and Vice President/Controller. While at Concord EFS, he was part of the diligence
team that worked on several large acquisitions, including those of Star and EPS Debit networks.
None
of our directors or officers are related to each other. There are no arrangements or understandings with any of our principal stockholders,
customers, suppliers, or any other person, pursuant to which any of our directors or executive officers were appointed.
No
officer or director has, during the past five years, been involved in (a) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to
that time, (b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations
and other minor offenses), (c) any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of
business, securities or banking activities or (d) a finding by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not
been reversed, suspended, or vacated.
To
the best of the Company’s knowledge, there are no arrangements or understandings between any director, Director Nominee or executive
officer and any other person pursuant to which any person was selected as a director, Director Nominee or executive officer. There are
no family relationships between any of the Company’s directors, Director Nominees or executive officers. To the Company’s
knowledge there have been no material legal proceedings as described in instruction 4 to Item 103 of Regulation S-K or Item 401(f) of
Regulation S-K during the last ten years that are material to an evaluation of the ability or integrity of any of the Company’s
directors, Director Nominees or executive officers.
Board
of Directors and Corporate Governance
Role
of the Board of Directors in Risk Oversight
The
Board of Directors is responsible for assessing the risks facing our company and considers risk in every business decision and as part
of our business strategy. The Board of Directors recognizes that it is neither possible nor prudent to eliminate all risk, and that strategic
and appropriate risk-taking is essential for us to compete in our industry and in the global market and to achieve our growth and profitability
objectives. Effective risk oversight, therefore, is an important priority of the Board of Directors.
While
the Board of Directors oversees our risk management, management is responsible for day-to-day risk management processes. Our Board
of Directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk
management strategies and processes for day-to-day activities and to effectively implement risk management strategies that are adopted
by the Board of Directors. The Board of Directors expects to review and adjust our risk management strategies at regular intervals or
as needed.
Committees
of the Board
On
August 6, 2020, the Board established an audit committee (the “Audit Committee”), compensation committee (the “Compensation
Committee”) and nominating and corporate governance committee (the “Nominating Committee”). Each committee has a charter
which will be reviewed on an annual basis by the members of such committee. A current copy of each committee charter is available to
stockholders on the Company’s website at www.olb.com.
Audit
Committee
We
have a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq Listing Rules. The audit committee
will be at all times composed of exclusively independent directors who are “financially literate,” meaning they are able
to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow
statement. In addition, the committee will have at least one member who qualifies as an “audit committee financial expert”
as defined in rules and regulations of the SEC.
The
principal duties and responsibilities of the Company’s audit committee are to appoint the Company’s independent auditors,
oversee the quality and integrity of the Company’s financial reporting and the audit of the Company’s financial statements
by its independent auditors and in fulfilling its obligations, the Company’s audit committee will review with the Company’s
management and independent auditors the scope and result of the annual audit, the auditors’ independence and the Company’s
accounting policies.
The
audit committee will be required to report regularly to the Board to discuss any issues that arise with respect to the quality or integrity
of the Company’s financial statements, its compliance with legal or regulatory requirements and the performance and independence
of the Company’s independent auditors.
Our
Board of Directors has an Audit Committee, Compensation Committee and a Nominating and Corporate Committee.
Audit
Committee
The
Audit Committee consists of Amir Sternhell, Ehud Ernst and Alina Dulimof with Mr. Ernst serving as Chairman. The Audit Committee
assists the Board of Directors in discharging its responsibilities relating to the financial management of our Company and oversight
of our accounting and financial reporting, our independent registered public accounting firm and their audits, our internal financial
controls and the continuous improvement of our financial policies and practices. In addition, the Audit Committee is responsible for
reviewing and discussing with management our policies with respect to risk assessment and risk management. The responsibilities of the
Audit Committee, as set forth in its charter, includes:
| ● | appointing,
approving the compensation of, and assessing the independence of our independent registered public accounting firm; |
| ● | pre-approving
audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting
firm; |
| ● | reviewing
and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and
related disclosures; |
| ● | coordinating
the oversight and reviewing the adequacy of our internal control over financial reporting; |
| ● | establishing
policies and procedures for the receipt and retention of accounting-related complaints, whistleblowers, and concerns; and |
| ● | reviewing
and approving any related party transactions. |
The
composition of our Audit Committee complies with all applicable requirements of the SEC and the listing requirements of the Nasdaq Capital
Market. We intend to comply with future requirements to the extent they become applicable to us.
Review
with Management. The Audit Committee has reviewed and discussed our audited financial statements with management.
Review
and Discussions with Independent Auditors. The Audit Committee discussed with the Auditor the matters required
to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section
380), as adopted by the Public Company Accounting Oversight Board (“PCAOB”) in Rule 3200T.
The
Audit Committee also received written disclosures and the letter from the Auditor required by applicable requirements of the PCAOB regarding
the Auditor’s communications with the Audit Committee concerning independence and has discussed with the Auditor their independence.
Conclusion. Based
on the review and discussions referred to above, the Audit Committee determined to include our audited financial statements in our Annual
Report on Form 10-K for fiscal year 2023, for filing with the SEC.
Compensation
Committee
The
Compensation Committee consists of Alina Dulimof, Ehud Ernst and Amir Sternhell with Mr. Ernst serving as Chairman. The Compensation
Committee assists the Board of Directors in setting and maintaining the Company’s compensation philosophy and in discharging its
responsibilities relating to executive and other human resources hiring, assessment and compensation, and succession planning. The responsibilities
of the Compensation Committee, as set forth in its charter, includes:
| ● | reviewing
and approving corporate goals and objectives relevant to compensation of our chief executive officer; |
| ● | evaluating
the performance of our chief executive officer in light of such corporate goals and objectives and determining the compensation of our
chief executive officer; |
| ● | determining
the compensation of all our other officers and reviewing periodically the aggregate amount of compensation payable to such officers; |
| ● | overseeing
and making recommendations to the Board of Directors with respect to our incentive-based compensation and equity plans; and |
| ● | reviewing
and making recommendations to the Board of Directors with respect to director compensation. |
Nominating
and Corporate Governance Committee
The
Nominating and Corporate Governance Committee consists of Alina Dulimof, Ehud Ernst and Amir Sternhell with Mr. Sternhell serving
as Chairman. The responsibilities of the Nominating and Corporate Governance Committee, as set forth in its charter, includes:
| ● | making
recommendations to the Board of Directors regarding the size and composition of the Board of Directors; |
| ● | recommending
qualified individuals as nominees for election as directors; |
| ● | reviewing
the appropriate skills and characteristics required of director nominees; |
| ● | establishing
and administering a periodic assessment procedure relating to the performance of the Board of Directors as a whole and its individual
members; and |
| ● | periodically
reviewing the corporate governance guidelines and supervising the management representative charged with implementing the Company’s
corporate governance procedures. |
Compensation
Committee Interlocks and Insider Participation
None
of the members of the Compensation Committee is (or was at any time previously) an officer or employee. None of our executive officers
serve or in the past fiscal year has served as a member of the Board of Directors or Compensation Committee of any other entity that
has one or more executive officers serving as a member of our Board of Directors or expected to serve on the Compensation Committee.
Attendance
There
were four meetings, exclusive of action by unanimous written consent, of the Board held during fiscal year 2023. Each of our directors
attended all of the aggregate number of meetings of the Board that they were eligible to attend.
There
were four meetings, exclusive of action by unanimous written consent, of the Audit Committee held during fiscal year 2023. Each of the
committee members attended all of the meetings of the Audit Committee that they were eligible to attend.
There
was one meeting, exclusive of action by unanimous written consent, of the Compensation Committee held during fiscal year 2023. Each of
the committee members attended all the meetings of the Compensation Committee that they were eligible to attend.
There
were no meetings, exclusive of action by unanimous written consent, of the Nominating Committee held during fiscal year 2023.
Code
of Business Conduct
Our
Board of Directors has adopted a code of business conduct and ethics, the “Code of Business Conduct,” to ensure that our
business is conducted in a consistently legal and ethical manner. Our policies and procedures cover all major areas of professional conduct,
including employee policies, conflicts of interest, protection of confidential information, and compliance with applicable laws and regulations.
The Code of Business Conduct is available at our website at http://www.olb.com/code-of-conduct/. The reference to our website
address in this Annual Report does not include or incorporate by reference the information on our website into this Annual Report. We
intend to disclose future amendments to certain provisions of our code of conduct, or waivers of these provisions, on our website or
in public filings.
Section 16(a) Beneficial
Ownership Reporting Compliance
Section 16(a) of
the Exchange Act requires our directors, executive officers and ten percent stockholders to file initial reports of ownership and
reports of changes in ownership of our Common Stock with the SEC. Directors, executive officers and ten percent stockholders are
also required to furnish us with copies of all Section 16(a) forms that they file. Based upon a review of these filings, we
believe that all required Section 16(a) fillings were made on a timely basis during fiscal year 2023 Please confirm.
Transactions
with Related Persons
Aside
from compensation arrangements with executive officers described below, we are a party to certain related party transactions, as described
below.
On
January 3, 2022, the Company entered into a share exchange agreement with all of the shareholders of Crowd Ignition, Inc. (“Crowd
Ignition”) whereby the Company purchased 100% of the equity of Crowd Ignition in exchange for 1,318,408 shares of the common stock,
par value $0.0001 of the Company (the “CI Issued Shares”). The value of the CI Issued Shares was, for purposes of the
Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness opinion was
issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million. The purchase price was used solely to establish
the agreed upon purchase price between the parties and not for accounting purposes.
Crowd
Ignition is a web-based crowdfunding software system. Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder
of the Company, collectively owned 100% of the equity of Crowd Ignition. The acquisition of Crowd Ignition., was determined to be
a common control transaction as each Company has the same two shareholders with a majority ownership. As a result, the assets and liabilities
assumed were recorded on the Company’s condensed consolidated financial statements at their respective carry-over basis; however,
as of January 3, 2022, Crowd Ignition has no assets, liabilities or other operations.
On
December 14, 2022, Mr. Herzog converted 3,612 shares of Series A Preferred Stock together with $932,193 of accrued dividends
into 504,910 shares of common stock.
The
Company is obliged to issue shares worth of $165,000 to Directors for their service during the year ended December 31, 2022 –
a provision for this compensation has been accrued in the balance sheet as of December 31, 2022.
On
December 31, 2022, the Company granted 41,322 shares of common stock to Alina Dulimof, Director, for services. The shares were valued
at $1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. As of December 31,
2022, the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were
issued on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in
capital during the year ended December 31, 2023.
On
December 31, 2022, the Company granted 41,322 shares of common stock to Amir Sternhell, Director, for services. The shares were valued
at $1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $50,000. As of December 31,
2022, the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were
issued on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in
capital during the year ended December 31, 2023.
On
December 31, 2022, the Company granted 53,719 shares of common stock to Ehud Ernst, Director, for services. The shares were valued at
$1.21, the closing stock price on the date of grant, for total non-cash stock compensation expense of $65,000. As of December 31, 2022,
the shares were not yet issued by the transfer agent and were recorded as an accrued liability as of that date. The shares were issued
on February 15, 2023, resulting in a reduction of the accrued liability and an increase to common stock and additional paid-in capital
during the year ended December 31, 2023.
On
February 14, 2023, a shareholder reported to the Company that they had incurred short swing profits of $114,654 in connection with a
series of purchases and sales of the Company’s stock on the open market. The shareholder disgorged such short-swing profits to
the Company on February 28, 2023.
During
December 2023, Mr. Yakov made payments on behalf of the company in the amount of $12,678. The amount is non-interest bearing and due
on demand.
During
the year ended December 31, 2023, the Company accrued $124,222 for dividends on the Series A preferred stock held by Mr. Yakov. As of
December 31, 2023 and 2022, total accrued dividends on the Series A preferred stock due to Mr. Yakov is $418,606 and $294,384, respectively.
Statement
of Policy
All
future transactions between us and our officers, directors or five percent stockholders, and respective affiliates will be on terms no
less favorable than could be obtained from unaffiliated third parties and will be approved by a majority of our independent directors
who do not have an interest in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
To
the best of our knowledge, during the past three fiscal years, other than as set forth above, there were no material transactions,
or series of similar transactions, or any currently proposed transactions, or series of similar transactions, to which we were or are
to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder
who is known by us to own of record or beneficially more than 5% of any class of our common stock, or any member of the immediate family
of any of the foregoing persons, has an interest (other than compensation to our officers and directors in the ordinary course of business).
Executive
Compensation
The
following table sets forth certain information for the fiscal years ended December 31, 2023 and 2022, with respect to compensation
awarded to, earned by or paid to our Chairman of the Board, President and Chief Executive Officer and our Vice President and Chief Financial
Officer (the “Named Executive Officers”). No other executive officer received total compensation in excess of $100,000 during
fiscal year 2023
The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed
fiscal years for all services rendered to us.
Name and Principal Position | |
Year | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) (2) | | |
Non-Equity Incentive Plan Compensation ($) | | |
Nonqualified Deferred Compensation Earnings ($) | | |
All Other Compensation ($)
(1) | | |
Total | |
Ronny Yakov, | |
2023 | |
$ | 750,000 | | |
$ | 300,000 | | |
| - | | |
$ | 541,999 | | |
| - | | |
| - | | |
$ | 30,000 | | |
$ | 1,621,999 | |
CEO, Chairman | |
2022 | |
$ | 750,000 | | |
$ | 300,000 | | |
| - | | |
$ | 1,217,264 | | |
| - | | |
| - | | |
$ | 30,000 | | |
$ | 2,297,264 | |
Patrick Smith, | |
2023 | |
$ | 350,000 | | |
$ | 150,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 450,000 | |
Vice President | |
2022 | |
$ | 350,000 | | |
$ | 150,000 | | |
| - | | |
$ | 279,412 | | |
| - | | |
| - | | |
| - | | |
$ | 779,412 | |
Rachel Boulds, | |
2023 | |
$ | 36,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 36,000 | |
CFO | |
2022 | |
$ | 36,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
$ | 36,000 | |
| (2) | Stock
based compensation reflects fair value of options granted during the years ended December 31, 2023 and 2022, each with an exercise price
of $0.01 per share. 50% of options vested as of the date of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024.
Options expire after ten years from grant date if not exercised. |
Employment Agreements
On January 11, 2022,
the Company entered into a new employment agreement with Mr. Yakov (the “Yakov Agreement”) and a new employment agreement
with Mr. Smith (the “Smith Agreement”). The Yakov Agreement maintains Mr. Yakov’s role as the Company’s Chief
Executive Officer through December 31, 2027 and extended for one-year terms thereafter. The Smith Agreement maintains Mr. Smith’s
role as the Company’s Vice President, Finance unless terminated or upon his resignation.
The Yakov Agreement sets
Mr. Yakov’s base salary at $750,000 and he is eligible for insurance coverages and benefits available to the Company’s employees
pursuant to the terms of the Company’s insurance and benefit plans. Mr. Yakov received a $490,000 bonus for acquisitions closed
by the Company in 2020 and 2021 and he will be eligible to receive an acquisition bonus equal to two percent (2%) of the gross purchase
price paid in connection with a future acquisition. Mr. Yakov shall be eligible to receive an annual bonus of Three Hundred Thousand Dollars
($300,000) based on performance criteria established by the Board. In addition, on an annual basis, Mr. Yakov shall receive options to
purchase up to 200,000 shares of common stock of the Company at an exercise price of $0.01 per share.
The Yakov Agreement also
states that, if Mr. Yakov’s employment is terminated without cause or he voluntarily terminates his employment for good reason,
he will continue to receive his base salary for the remainder of the term along with all earned bonuses. In the event the termination
is in connection with Mr. Yakov’s death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base
salary through the termination date and all bonuses earned through the termination date.
The Smith Agreement sets
Mr. Smith’s base salary to $350,000 and he is eligible for insurance coverages and benefits available to the Company’s employees
pursuant to the terms of the Company’s insurance and benefit plans. Mr. Smith shall be eligible to receive an annual bonus of One
Hundred Fifty Thousand Dollars ($150,000) based on performance criteria established by the Compensation Committee. In addition, Mr. Smith
shall receive options (the “Options”) to purchase up to 275,000 shares of common stock of the Company at an exercise price
of $0.01 per share.
The Smith Agreement also
states that, if Mr. Smith’s employment is terminated without cause or he voluntarily terminates his employment for good reason,
he will continue to receive his base salary for the remainder of the term along with all earned bonuses. In the event the termination
is in connection with Mr. Smith’s death, disability or bankruptcy of the Company, he will receive the pro rata amount of his base
salary through the termination date and all bonuses earned through the termination date.
On April 8, 2024, the
Company entered into Amendment No. 1 (the “Amendment”) to the Employment Agreement with Mr. Yakov (the “Yakov Agreement”).
The Amendment corrected a ministerial error in the terms relating to the exercise price of stock options awarded and automobile allowance
for Mr. Yakov. The Amendment affirmed that the exercise price of stock options issued under the Agreement (the “Stock Options”)
shall have a per share exercise price equal to One Cent ($0.01) and expire ten years after the date of grant. Each Stock Option granted
shall become exercisable as follows: 50% upon the grant date, then 25% upon each of the second and third anniversary of the date on which
it is granted. In addition, the notices provision of the Yakov Agreement was amended to the reflect the current business address of the
Company.
Outstanding Equity
Awards at Fiscal Year-End
As of December 31, 2023,
the following equity awards were outstanding:
Per the terms of Mr.
Smith’s employment agreement, he was granted stock options to purchase up to 265,172 shares of common stock at an exercise price
of $0.003 per share. The grant vests at the rate of 1/5 beginning on each anniversary of the effective date of grant (April 10, 2018).
The stock options will cease vesting after the termination of Mr. Smith’s employment and any unvested options shall be forfeited
upon the termination of employment.
Pursuant to the Smith
Agreement, on December 23, 2022, Mr. Smith received options to purchase up to 275,000 shares of common stock of the Company at an exercise
price of $0.01 per share.
Per the terms of Mr.
Yakov’s employment agreement, effective on January 1, 2018, and on each anniversary thereafter during the term of his employment
agreement, the Company granted to him options to purchase up to 6,667 shares of common stock with a per share exercise price equal $0.03
per share. Each stock option shall become exercisable in increments of one-third upon each anniversary of the date on which it is granted.
On November 13, 2019,
the Company entered into an agreement with Mr. Smith and on November 25, 2019, the Company entered into an agreement Mr. Yakov, whereby
the Company and option holders each agreed that the exercise price pertaining to those options only would not be adjusted for the effects
of the Reverse Stock Split.
Pursuant to the Yakov
Agreement, on each of December 23, 2022 and January 1, 2023, Mr. Yakov received options to purchase up to 200,000 shares of common stock
of the Company at an exercise price of $0.01 per share for a total of 400,00 options to purchase common stock.
At December 31, 2023,
there were a total of 1,568,988 options to purchase common stock, of which 1,248,016 were vested and exercisable.
2020 Equity Incentive
Plan
The Board of Directors
have adopted a 2020 Equity Incentive Plan (the “Plan”) for the Company and the holders of majority of our outstanding shares
of common stock have approved such plan. On December 22, 2022, the shareholders of the Company approved an amendment and restate of the
Plan to increase the number of our shares of Common Stock available for issuance under the 2020 Plan from 240,000 to 2,000,000 shares.
Grants of 715,000 options to purchase shares of common stock have been issued under the Plan as of December 31, 2023. In general, awards
under the Plan shall vest ratably over a period of three years (on the first, second and third anniversaries of the agreement) subject
to accelerated vesting upon a change of control of our company (although awards may be granted with different vesting terms). Further,
pursuant to the Yakov Agreement, on an annual basis until December 31, 2027, Mr. Yakov received up to 400,000 options under the Plan.
The purpose of our Plan
is to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage
a sense of proprietorship and to stimulate an active interest of such persons in our development and financial achievements. The 2020
Equity Incentive Plan is administered by the Compensation Committee of our Board of Directors or by the full Board, which may determine,
among other things, the (a) terms and conditions of any option or stock purchase right granted, including the exercise price and the vesting
schedule, (b) persons who are to receive options and stock purchase rights and (c) the number of shares to be subject to each option and
stock purchase right. The Plan provides for the grant of (i) “incentive” options (qualified under section 422 of the Internal
Revenue Code of 1986, as amended) to employees of our company and (ii) non-qualified options to directors and consultants of our company.
In connection with the
administration of our Plan, our Compensation Committee:
| ● | determines which employees
and other persons will be granted awards under our Plan; |
| ● | grants the awards to those
selected to participate; |
| ● | determines the exercise price
for options; and |
| ● | prescribes any limitations,
restrictions and conditions upon any awards, including the vesting conditions of awards. |
Any grant of awards to
any of directors under our Plan must be approved by the Compensation Committee of our Board of Directors. In addition, our Compensation
Committee will: (i) interpret our Plan; and (ii) make all other determinations and take all other action that may be necessary or advisable
to implement and administer our Plan.
The 2020 Equity Incentive
Plan provides that in the event of a change of control, the Compensation Committee or our Board of Directors shall have the discretion
to determine whether and to what extent to accelerate the vesting, exercise or payment of an award.
In addition, our Board
of Directors may amend our Plan at any time. However, without stockholder approval, our Plan may not be amended in a manner that would:
| ● | increase the number of shares
that may be issued under our Plan; |
| ● | materially modify the requirements
for eligibility for participation in our Plan; |
| ● | materially increase the benefits
to participants provided by our Plan; or |
| ● | otherwise disqualify our Plan
for coverage under Rule 16b-3 promulgated under the Exchange Act. |
Awards previously granted
under our Plan may not be impaired or affected by any amendment of our Plan, without the consent of the affected grantees.
Director Compensation
Our directors are entitled
to the following fixed compensation for their services as directors during the fiscal year ended December 31, 2023.
Name and Principal Position | |
Fees
Earned
or Paid
in Cash
($) | | |
Stock
Awards
($) (1) | | |
Option
Awards
($) | | |
Non-Equity
Incentive
Plan
Compensation
($) | | |
Nonqualified
Deferred
Compensation
Earnings
($) | | |
All Other
Compensation ($) | | |
Total | |
Alina Dulimof | |
$ | 0 | | |
$ | 50,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 50,000 | |
Ehud Ernst | |
$ | 0 | | |
$ | 65,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 65,000 | |
Amir Sternhell | |
$ | 0 | | |
$ | 50,000 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 0 | | |
$ | 50,000 | |
| (1) | Directors were reimbursed for
their reasonable out-of-pocket expenses incurred in connection with their duties. Through December 31, 2023, on an annual basis, each
independent director earned compensation in the form of shares of our Common Stock with a fair market value equal to $50,000 as of the
date of issuance and they will be reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties. The
Chairman of the Audit Committee received additional shares of Common Stock with a fair market value equal to $15,000 as of the date of
issuance. |
| (2) | Beginning in 2024, all Directors
will receive a fee equal to $10,000 per year, payable in four installments of $2500 on January 1, April 1, July 1 and October 1 of each
year. |
PROPOSAL 2
RATIFICATION
OF THE APPOINTMENT OF THE
COMPANY’S INDEPENDENT AUDITORS FOR FISCAL 2024
Introduction
On July
15, 2024, the Committee approved the engagement of RBSM LLP (“RBSM”) as the Company’s new independent registered
public accounting firm, 4. On November 13, 2024, the Audit Committee appointed them as the Company’s independent auditors
for the fiscal year ending December 31, 2024.
Stockholders will be asked to ratify the Audit
Committee’s appointment of the Auditor to serve as our independent auditors. The Board, through its Audit Committee, is directly
responsible for appointing the Company’s independent registered public accounting firm. The Board is not bound by the outcome of
this vote but will consider these voting results when selecting the Company’s independent auditor for fiscal year 2025. A representative
of the Auditor is not expected to be present at the Annual Meeting.
The following table describes fees for professional
audit services rendered and billed by Mac Accounting Group & CPAs, LLP , our present independent registered public accounting
firm and principal accountant, for the review of our quarterly consolidated financial statements and for other services during fiscal
year 2023 and for professional audit services rendered and billed by Daszkal Bolton LLP for the audit of our consolidated financial statements
and for other services during fiscal year 2022.
Type of Fee | |
2023 | | |
2022 | |
Audit Fees(1) | |
$ | 84,341 | | |
$ | 92,000 | |
Audit Related Fees(2) | |
$ | 5,000 | | |
$ | | |
Total | |
$ | 89,341 | | |
$ | 92,000 | |
| (1) | Audit fees for fiscal years 2022 and 2023 represent fees
billed for services rendered by Mac Accounting Group & CPAs, LLP, and Daszkal Bolton LLP in 2022 and 2023 for the audit of our
consolidated financial statements and review of our quarterly reports on Form 10-Q. |
| (2) | Audit related fees for fiscal years 2023 represent fees
billed for services rendered by Accounting Group & CPAs, LLP in connection with our DMint Registration Statements filed during
fiscal year 2023. |
Our Audit Committee has determined that the services
provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered public accounting
firm.
The Board has established pre-approval policies
and procedures pursuant to which the Board approved the foregoing audit, tax and non-audit services provided by the Auditor in 2022.
Consistent with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services
require pre-approval by the Audit Committee. Fee estimates for these services are approved by the Chairman of the Board based on
information provided by our management.
Our Audit Committee has determined that the services
provided by the Auditor are compatible with maintaining the independence of the Auditor as our independent registered public accounting
firm.
The Board has established pre-approval policies
and procedures pursuant to which the Board approved the foregoing audit, tax and non-audit services provided by the Auditor in 2023. Consistent
with the Audit Committee’s responsibility for engaging our independent auditors, all audit and permitted non-audit services require
pre-approval by the Audit Committee. Fee estimates for these services are approved by the Chairman of the Board based on information provided
by our management.
Required Vote
Ratification of the appointment by the Audit Committee
of the Auditor as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024
requires the affirmative vote of a majority of the votes cast at this Annual Meeting.
Recommendation of the Board
THE BOARD RECOMMENDS A VOTE “FOR”
THE RATIFICATION OF THE APPOINTMENT BY THE BOARD OF RBSMLLP AS THE COMPANY’S INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2024.
PROPOSAL 3
SECOND AMENDED AND RESTATED 2020 SHARE INCENTIVE
PLAN
Overview
Our Board has approved the second amendment and
restatement of the 2020 Share Incentive Plan, which is our primary plan for providing equity incentive compensation to our eligible employees,
directors and consultants, a copy of which is attached to this proxy statement as Annex A. Our Board believes that the
number of shares of Common Stock currently available in the 2020 Plan is insufficient to achieve the purpose of the 2020 Plan, which is
to attract and retain key personnel and to provide a means for directors, officers, employees, consultants and advisors to acquire and
maintain an interest in us, which interest may be measured by reference to the value of our Common Stock. We are amending the 2020 Plan
principally to increase the number of our shares of Common Stock available for issuance under the 2020 Plan from 200,000 to 400,000 shares.
As of the Record Date, and excluding the requested
share increase, there are 200,000 shares authorized for issuance under the 2020 Plan and no shares of Common Stock remain available for
future grants of awards under the 2020 Plan.
If stockholders approve the New Plan, the total
number of shares available for grants under the New Plan would be 400,000 shares of Common Stock.
Summary Description of the New Plan as amended
and restated
The following is a summary of the material features
of the New Plan, as amended and restated. This summary is qualified in its entirety by the full text of the New Plan, a copy of which
is included as Annex A to this proxy statement.
Eligibility
Persons eligible to participate in the New Plan
will be officers, employees, non-employee directors and consultants of the Company and its subsidiaries as selected from time to time
by the plan administrator in its discretion. As of the date of this proxy statements, approximately 24 individuals will be eligible to
participate in the New Plan, which includes approximately 3 officers, 15 employees who are not officers, 3 non-employee directors and
3 consultants.
Administration
The New Plan will be administered by the Compensation
Committee, the Board, or such other similar committee pursuant to the terms of the New Plan. The plan administrator, which initially will
be the Compensation Committee, will have full power to select, from among the individuals eligible for awards, the individuals to whom
awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each
award, subject to the provisions of the New Plan. The plan administrator may delegate to one or more officers of the Company the authority
to grant awards to individuals who are not subject to the reporting and other provisions of Section 16 of the Exchange Act.
Share Reserve
Subject to the adjustment provisions contained
in the New Plan, the number of shares of Common Stock that may be issued under the New Plan is equal to 400,000, which is also the maximum
number of shares of Common Stock that may be issued upon the exercise of incentive stock options. Shares issuable under the New Plan may
be authorized, but unissued, or reacquired shares of Common Stock.
Shares underlying any awards under the New Plan
that are forfeited, cancelled, held back upon exercise of an option or settlement of an award to cover the exercise price or tax withholding,
satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for
issuance under the New Plan.
Annual Limitation on Awards to Non-Employee Directors
The New Plan contains a limitation whereby the
value of all awards under the New Plan and all other cash compensation paid by the Company to any non-employee director may not exceed
$750,000 for the first calendar year a non-employee director is initially appointed to the Board, and $500,000 in any other calendar year.
Types of Awards
The New Plan provides for the grant of stock options,
stock appreciation rights, restricted stock, restricted stock units and other stock-based awards (collectively, “awards”).
Stock Options. The
New Plan permits the granting of both options to purchase Common Stock intended to qualify as incentive stock options under Section 422
of the Code and options that do not so qualify. Options granted under the New Plan will be nonqualified options if they fail to qualify
as incentive stock options or exceed the annual limit on incentive stock options. Incentive stock options may only be granted to employees
of the Company and its subsidiaries. Nonqualified options may be granted to any persons eligible to receive awards under the New Plan.
The option exercise price of each option will
be determined by the plan administrator but generally may not be less than 100% of the fair market value of Common Stock on the date of
grant or, in the case of an incentive stock option granted to a ten percent stockholder, 110% of such share’s fair market value.
The term of each option will be fixed by the plan administrator and may not exceed ten years from the date of grant (or five years
for an incentive stock option granted to a ten percent stockholder). The plan administrator will determine at what time or times each
option may be exercised, including the ability to accelerate the vesting of such options.
Upon exercise of options, the option exercise
price must be paid in full either in cash, check or cash equivalent, or by delivery (or attestation to the ownership) of shares of Common
Stock that are beneficially owned by the optionee free of restrictions or were purchased in the open market. Subject to applicable law,
the exercise price may also be made by means of a broker-assisted cashless exercise. In addition, the plan administrator may permit nonqualified
options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the
largest whole number of shares with fair market value that does not exceed the aggregate exercise price.
Stock Appreciation Rights. The
plan administrator may award stock appreciation rights subject to such conditions and restrictions as it may determine. Stock appreciation
rights entitle the recipient to shares of Common Stock or cash equal to the value of the appreciation in the stock price of Common Stock
over the exercise price. The exercise price generally may not be less than 100% of the fair market value of Common Stock on the date of
grant. The term of each stock appreciation right will be fixed by the plan administrator and may not exceed ten years from the date
of grant. The plan administrator will determine at what time or times each stock appreciation right may be exercised, including the ability
to accelerate the vesting of such stock appreciation rights.
Restricted Stock. A
restricted stock award is an award of Common Stock that vests in accordance with the terms and conditions established by the plan administrator.
The plan administrator will determine the persons to whom grants of restricted stock awards are made, the number of restricted shares
to be awarded, the price (if any) to be paid for the restricted shares, the time or times within which awards of restricted stock may
be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of restricted stock
awards. Unless otherwise provided in the applicable award agreement, a participant generally will have the rights and privileges of a
stockholder as to such restricted shares, including without limitation the right to vote such restricted shares and the right to receive
dividends, if applicable.
Restricted Stock Units. Restricted
stock units are the right to receive Common Stock at a future date in accordance with the terms of such grant upon the attainment
of certain conditions specified by the plan administrator. Restrictions or conditions could include, but are not limited to, the attainment
of performance goals, continuous service with the Company or its subsidiaries, the passage of time or other restrictions or conditions.
The plan administrator determines the persons to whom grants of restricted stock units are made, the number of restricted stock units
to be awarded, the time or times within which awards of restricted stock units may be subject to forfeiture, the vesting schedule
and rights to acceleration thereof, and all other terms and conditions of the restricted stock unit awards. The value of the restricted
stock units may be paid in Common Stock, cash, other securities, other property or a combination of the foregoing, as determined
by the plan administrator.
The holders of restricted stock units will have
no voting rights. Prior to settlement or forfeiture, restricted stock units awarded under the New Plan may, at the plan administrator’s
discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends
paid on one share of Common Stock while each restricted stock unit is outstanding. Dividend equivalents may be converted into additional
restricted stock units. Settlement of dividend equivalents may be made in the form of cash, Common Stock, other securities, other property,
or a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions
as the restricted stock units to which they are payable.
Other Stock-Based Awards. Other
stock-based awards may be granted either alone, in addition to, or in tandem with, other awards granted under the New Plan and/or cash
awards made outside of the New Plan. The plan administrator shall have authority to determine the persons to whom and the time or times
at which other stock-based awards will be made, the amount of such other stock-based awards, and all other conditions, including any dividend
and/or voting rights.
Tax Withholding
Participants in the New Plan are responsible for
the payment of any federal, state, or local taxes that the Company or its subsidiaries are required by law to withhold upon the exercise
of options or stock appreciation rights or vesting of other awards. The plan administrator may cause any tax withholding obligation of
the Company or its subsidiaries to be satisfied, in whole or in part, by the applicable entity withholding from shares of Common Stock
to be issued pursuant to an award a number of shares with an aggregate fair market value that would satisfy the withholding amount due.
The plan administrator may also require any tax withholding obligation of the Company or its subsidiaries to be satisfied, in whole or
in part, by an arrangement whereby a certain number of shares issued pursuant to any award are immediately sold and proceeds from such
sale are remitted to the Company or its subsidiaries in an amount that would satisfy the withholding amount due.
Equitable Adjustments
In the event of a merger, consolidation, recapitalization,
stock split, reverse stock split, reorganization, split-up, spin-off, combination, repurchase or other change in corporate structure affecting
shares of Common Stock, the maximum number and kind of shares reserved for issuance or with respect to which awards may be granted under
the New Plan will be adjusted to reflect such event, and the plan administrator will make such adjustments as it deems appropriate and
equitable in the number, kind, and exercise price of shares of Common Stock covered by outstanding awards made under the New Plan.
Change in Control
In the event of any proposed change in control
(as defined in the New Plan), the plan administrator will take any action as it deems appropriate, which action may include, without limitation,
the following: (i) the continuation of any award, if the Company is the surviving corporation; (ii) the assumption of any award
by the surviving corporation or its parent or subsidiary; (iii) the substitution by the surviving corporation or its parent or subsidiary
of equivalent awards; (iv) accelerated vesting of the award, with all performance objectives and other vesting criteria deemed achieved
at targeted levels, and a limited period during which to exercise the award prior to closing of the change in control, or (v) settlement
of any award for the change in control price (less, to the extent applicable, the per share exercise price).
Transferability
Unless determined otherwise by the plan administrator,
an award may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner, except to a participant’s estate
or legal representative, and may be exercised, during the lifetime of the participant, only by the participant. If the plan administrator
makes an award transferable, such award will contain such additional terms and conditions as the plan administrator deems appropriate.
Term
The 2020 Plan became effective when adopted by
the Board on August 6, 2020 and, unless terminated, the New Plan will continue in effect for a term ending August 6, 2030.
Amendment and Termination
The Board may amend or terminate the New Plan
at any time. Any such termination will not affect outstanding awards. No amendment, alteration, suspension, or termination of the New
Plan will materially impair the rights of any participant, unless mutually agreed otherwise between the participant and the Company. Approval
of the stockholders shall be required for any amendment, where required by applicable law, as well as (i) to increase the number
of shares available for issuance under the New Plan and (ii) to change the persons or class of persons eligible to receive awards
under the New Plan.
Form S-8
Following the approval of the stockholders of
the New Plan, the Company intends to file with the SEC a registration statement on Form S-8 covering the shares of Common Stock issuable
under the New Plan.
Material United States Federal Income
Tax Considerations
The following is a general summary under current
law of the material U.S. federal income tax considerations related to awards and certain transactions under the New Plan, based upon
the current provisions of the Code and regulations promulgated thereunder. This summary deals with the general federal income tax principles
that apply and is provided only for general information. It does not describe all federal tax consequences under the New Plan, nor does
it describe state, local, or foreign income tax consequences or federal employment tax consequences. The rules governing the tax treatment
of such awards are quite technical, so the following discussion of tax consequences is necessarily general in nature and is not complete.
In addition, statutory provisions are subject to change, as are their interpretations, and their application may vary in individual circumstances.
This summary is not intended as tax advice to participants, who should consult their own tax advisors.
The New Plan is not qualified under the provisions
of Section 401(a) of the Code and is not subject to any of the provisions of the Employee Retirement Income Security Act of 1974,
as amended. The Company’s ability to realize the benefit of any tax deductions described below depends on the Company’s generation
of taxable income as well as the requirement of reasonableness and the satisfaction of the Company’s tax reporting obligations.
Incentive Stock Options. No
taxable income is generally realized by the optionee upon the grant or exercise of an incentive stock option. If shares of Common Stock
issued to an optionee pursuant to the exercise of an incentive stock option are sold or transferred after two years from the date
of grant and after one year from the date of exercise, then generally (i) upon sale of such shares, any amount realized in excess
of the option exercise price (the amount paid for the shares) will be taxed to the optionee as a long-term capital gain, and any loss
sustained will be a long-term capital loss, and (ii) the Company will not be entitled to any deduction for federal income tax purposes;
provided that such incentive stock option otherwise meets all of the technical requirements of an incentive stock option. The exercise
of an incentive stock option will give rise to an item of tax preference that may result in alternative minimum tax liability for the
optionee.
If shares of Common Stock acquired upon the exercise
of an incentive stock option are disposed of prior to the expiration of the two-year and one-year holding periods described above (a “disqualifying
disposition”), generally (i) the optionee will realize ordinary income in the year of disposition in an amount equal to the
excess (if any) of the fair market value of the shares of Common Stock at exercise (or, if less, the amount realized on a sale of such
shares) over the option exercise price thereof, and (ii) the Company will be entitled to deduct such amount. Special rules will apply
where all or a portion of the exercise price of the incentive stock option is paid by tendering shares of Common Stock.
If an incentive stock option is exercised at a
time when it no longer qualifies for the tax treatment described above, the option is treated as a nonqualified option. Generally, an
incentive stock option will not be eligible for the tax treatment described above if it is exercised more than three months following
termination of employment (or one year in the case of termination of employment by reason of disability). In the case of termination of
employment by reason of death, the three-month rule does not apply.
Nonqualified Options. No
income is generally realized by the optionee at the time a nonqualified option is granted. Generally (i) at exercise, ordinary income
is realized by the optionee in an amount equal to the difference between the option exercise price and the fair market value of the shares
of Common Stock on the date of exercise, and the Company receives a tax deduction for the same amount, and (ii) at disposition, appreciation
or depreciation after the date of exercise is treated as either short-term or long-term capital gain or loss depending on how long the
shares have been held. Special rules will apply where all or a portion of the exercise price of the nonqualified option is paid by tendering
shares of Common Stock. Upon exercise, the optionee will also be subject to Social Security taxes on the excess of the fair market value
over the exercise price of the option.
Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, and Other Stock-Based Awards. The current federal income tax consequences of other
awards authorized under the New Plan generally follow certain basic patterns: (i) stock appreciation rights are taxed and deductible
in substantially the same manner as nonqualified options; (ii) nontransferable restricted stock subject to a substantial risk of
forfeiture results in income recognition equal to the excess of the fair market value over the price paid, if any, only at the time the
restrictions lapse (unless the recipient elects to accelerate recognition as of the date of grant through a Section 83(b) election);
and (iii) restricted stock units, dividend equivalents and other stock or cash based awards are generally subject to tax at the time
of payment. The Company or our subsidiaries or affiliates generally should be entitled to a federal income tax deduction in an amount
equal to the ordinary income recognized by the participant at the time the participant recognizes such income.
The participant’s basis for the determination
of gain or loss upon the subsequent disposition of shares acquired from a stock appreciation right, restricted stock, restricted stock
unit, or other stock-based award will be the amount paid for such shares plus any ordinary income recognized when the shares were originally
delivered, and the participant’s capital gain holding period for those shares will begin on the day after they are transferred
to the participant.
Parachute Payments. The
vesting of any portion of an award that is accelerated due to the occurrence of a change in control (such as a corporate transaction)
may cause all or a portion of the payments with respect to such accelerated awards to be treated as “parachute payments” as
defined in the Code. Any such parachute payments may be non-deductible to the Company, in whole or in part, and may subject the recipient
to a non-deductible 20% federal excise tax on all or a portion of such payment (in addition to other taxes ordinarily payable).
Section 409A. The
foregoing description assumes that Section 409A of the Code does not apply to an award under the New Plan. In general, stock options
and stock appreciation rights are exempt from Section 409A if the exercise price per share is at least equal to the fair market value
per share of the underlying stock at the time the option or stock appreciation right was granted. Restricted stock awards are not generally
subject to Section 409A. Restricted stock units are subject to Section 409A unless they are settled within two and one
half months after the end of the later of (1) the end of the Company’s fiscal year in which vesting occurs or (2) the
end of the calendar year in which vesting occurs. If an award is subject to Section 409A and the provisions for the exercise or settlement
of that award do not comply with Section 409A, then the participant would be required to recognize ordinary income whenever a portion
of the award vested (regardless of whether it had been exercised or settled). This amount would also be subject to a 20% U.S. federal
tax and premium interest in addition to the U.S. federal income tax at the participant’s usual marginal rate for ordinary income.
Vote Required for Approval
The affirmative vote of a majority of the votes
cast at the Annual Meeting by the holders of Common Stock and Preferred Stock, voting together as a single class is required to approve
the New Plan.
Recommendation of the Board
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS
THAT THE STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE AMENDED ANA RESTATED 2020 SHARE INCENTIVE PLAN PROPOSAL.
The existence of financial and personal interests
of one or more of directors may result in a conflict of interest on the part of such director(s) between what he, she or they may
believe is in the best interests of the Company and its stockholders and what he, she or they may believe is best for himself, herself
or themselves in determining to recommend that stockholders vote for the proposals.
PROPOSAL 4
THE SAY-ON-PAY PROPOSAL
We are providing our stockholders
the opportunity to vote to approve, on an advisory basis, the compensation of our named executive officers in accordance with Section
14A of the Securities Exchange Act of 1934, as amended (the Exchange Act). This advisory vote is often referred to as the
“say-on-pay” vote and allows our stockholders to express their views on the overall compensation paid to our named executive
officers. Our company values the views of its stockholders and is committed to the efficiency and effectiveness of our company’s
executive compensation program.
The stockholders at their 2021
annual meeting of stockholders resolved that the frequency at which future advisory votes on executive compensation should be held would
be every three years. The last advisory vote on executive compensation was held in 2021.
We are seeking stockholder
approval of the compensation of our named executive officers as disclosed in this proxy statement in accordance with applicable SEC rules,
which include the disclosures under “Executive Compensation,” the compensation tables (including all related footnotes) and
any additional narrative discussion of compensation included herein. Stockholders are encouraged to read the “Executive Compensation”
section of this proxy statement, which provides an overview of our company’s executive compensation policies and procedures.
In accordance with Section
14A of the Exchange Act, and Rule 14a-21(a) promulgated thereunder, and as a matter of good corporate governance, our board of directors
is asking stockholders to approve, on an advisory basis, the compensation paid to our company’s named executive officers, as disclosed
in this proxy statement pursuant to the rules of the SEC.
Although this vote is advisory
and non-binding on our board and our company, our board and the compensation committee, which is responsible for designing and administering
our company’s executive compensation program, value the opinions expressed by our stockholders in their vote on this proposal and
will consider the outcome of the vote when making future compensation policies and decisions for named executive officers.
Required Vote
This advisory resolution, which
we refer to as the say-on-pay proposal, will be considered approved if it receives the affirmative vote of a majority of the combined
voting power of the outstanding shares of our common stock and preferred stock that are present in person or by proxy, and entitled to
vote at the annual meeting, voting together as a single class.
Recommendation of the Board
OUR BOARD RECOMMENDS A VOTE
“FOR” THE SAY-ON-PAY PROPOSAL.
PAY VERSUS PERFORMANCE
Pay Versus Performance
The
following Pay Versus Performance information presents the compensation of our Principal Executive Office (“PEO”) and Named
Executive Officers (“NEOs”) disclosed in the Summary Compensation Table as well as Compensation Actually Paid (“CAP”)
to our NEOs and certain performance measures prepared in accordance with Item 402(v) of SEC Regulations S-K.
As
discussed further below, the CAP amounts do not necessarily represent actual compensation earned or realized by our NEOs in a given year.
The Compensation Committee did not consider the Pay Versus Performance information in 2023 in making its compensation decisions for our
NEOs. For additional information about our performance-based pay philosophy and how the Compensation Committee aligns executive compensation
with our performance, refer generally to the sections above.
| |
Summary
Compensation
Table | | |
Compansation
Actually | | |
Average
Summary
Compensation
Table
Total for | | |
Average
Compansation
Actually
Paid to | | |
Value of
Initial Fixed
$100
Investment
Based on
(3): | | |
| |
Year | |
Total for
PEO | | |
Paid to
PEO (2) | | |
Non-PEO
NEOs (1) | | |
Non-PEO
NEOs (2) | | |
TSR | | |
Net
Income | |
2023 | |
$ | 1,621,999 | | |
$ | 1,050,000 | | |
$ | 500,000 | | |
$ | 500,000 | | |
$ | 39.48 | | |
$ | (17,583,327 | ) |
2022 | |
$ | 2,297,264 | | |
$ | 1,050,000 | | |
$ | 779,412 | | |
$ | 500,000 | | |
$ | 30.96 | | |
$ | (5,721,558 | ) |
| (1) | Non-PEO consists of one person |
| (2) | The CAP amounts presented reflects the following adjustments
to compensation reported within the Summary Compensation Table as required by the SEC: |
Adjustments to Summary Compensation Table amounts to CAP amounts | |
PEO ($) | | |
Average
Non-PEO
NEOs ($) | | |
PEO ($) | | |
Average
Non-PEO
NEOs ($) | |
Summary Compensation Table | |
$ | 1,621,999.00 | | |
$ | 500,000.00 | | |
$ | 2,297,264.00 | | |
$ | 779,412.00 | |
Grant Date FV of option awards granted in fiscal year | |
$ | (571,999.00 | ) | |
$ | - | | |
$ | (1,247,264.00 | ) | |
$ | (279,412.00 | ) |
| |
| | | |
| | | |
| | | |
| | |
Total Compansation Actually Paid | |
$ | 1,050,000 | | |
$ | 500,000 | | |
$ | 1,050,000 | | |
$ | 500,000 | |
| (3) | Total Shareholder Return (“TSR”)
represents cumulative total shareholder return on a fixed investment of $100 in our common stock for the period beginning on the last
trading day of the fiscal year ended December 31, 2021 through the last trading day of the applicable fiscal year. |
Relationship
between CAP and Performance Measures
In accordance with Item 402(v) requirements, we are providing the following charts to describe
the relationships between CAP to our PEO and NEOs and our financial performance, in each case presented in the charts below: 1) TSR of the
Company and 2) Net Income.
Relationship between CAP
and Performance Measures
In accordance with Item 402(v)
requirements, we are providing the following charts to describe the relationships between CAP to our PEO and NEOs and our financial performance,
in each case presented in the charts below: 1) TSR of the Company and 2) Net Income.
Compensation Actually Paid vs Cumulative TSR
| |
2022 | | |
2023 | |
PEO | |
$ | 1,050,000 | | |
$ | 1,050,000 | |
NEO | |
$ | 500,000 | | |
$ | 500,000 | |
TSR | |
$ | 31 | | |
$ | 39 | |
Compensation Actually Paid vs Net Income
| |
2022 | | |
2023 | |
PEO | |
$ | 1,050,000 | | |
$ | 1,050,000 | |
NEO | |
$ | 500,000 | | |
$ | 500,000 | |
Net Income | |
$ | (5,721,558 | ) | |
$ | (17,583,327 | ) |
In
the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course
of business. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable
settlements.
On
November 24, 2021, we entered into an Asset Purchase Agreement (the “Agreement”) dated as of November 15, 2021, with FFS Data
Corporation (“FFS”) whereby we acquired a portfolio of merchants utilizing financial transaction processing services (the
“Acquired Merchant Portfolio”). The purchase price was $20 million, with $16 million paid at closing, $2 million payable within
six months after closing, and a $2 million payment to be transferred to an escrow account, contingent upon an Attrition Adjustment, as
described in the Agreement. However, the Company is engaged ongoing litigation with FFS relating to allegations of, among other things,
breaches of contract in connection with the Acquired Merchant Portfolio whereby FFS is claiming to be paid the full purchase price of
the Acquired Merchant Portfolio and the Company is making a claim to recover the purchase price of the Acquired Merchant Portfolio based
on misrepresentations made about the Acquired Merchant Portfolio and related fraud and other claims, which resulted in a termination of
the bank processing agreement by Clear Fork Bank (the “Bank”) and eventual termination of all payment processing business
with the merchants. In addition, in connection with the litigation with FFS, the Company has also made a claim against the Bank for damages
the Company suffered as a result of it having to cease processing transactions for the merchants underlying the Acquired Merchant Portfolio.
The Bank has filed a counterclaim for fees incurred by it in connection with the transactions processed since the acquisition of the Acquired
Merchant Portfolio by the Company. However, the damages claimed have been materially reduced over time due to account balancing which
was not completed at the time of the counterclaim. The litigations are currently in discovery and dates for trial are not yet finalized.
Due
to the ongoing litigation with FFS relating to a breach of contract in connection with the Acquired Merchant Portfolio, the Company has
written off the asset and recognized a $12,642,857 loss on impairment for the year ended December 31, 2023. Without the write off, the
2023 net loss would have been $4,940,470, less than the previous year.
OTHER INFORMATION
Proxy Solicitation
All costs of solicitation of proxies will be borne
by the Company. In addition to solicitation by mail, the Company’s officers and regular employees may solicit proxies personally
or by telephone. The Company does not intend to utilize a paid solicitation agent.
Proxies
A stockholder may revoke his, her or its proxy
at any time prior to its use by giving written notice to the Secretary of the Company, by executing a revised proxy at a later date. Proxies
in the form enclosed, unless previously revoked, will be voted at the Annual Meeting in accordance with the specifications made thereon
or, in the absence of such specifications in accordance with the recommendations of the Board.
Securities Outstanding; Votes Required
As of the close of business on the Record Date
there were 1,965,040 shares of Common Stock and 1,021 shares of Preferred Stock outstanding. Stockholders are entitled to one vote for
each share of Common Stock owned and holders of each share of Preferred Stock are entitled to 11.110 votes for each share on an, as converted,
basis. In the election of directors, the four persons receiving the highest number of affirmative votes cast at the Annual Meeting will
be elected. The affirmative vote of a majority of the shares of Common Stock and Preferred Stock present and votes cast at the Annual
Meeting or by proxy is required for approval of proposals 2, 3 and 4.
Shares of the Common Stock and Preferred Stock
represented by executed proxies received by the Company will be counted for purposes of establishing a quorum at the Annual Meeting, regardless
of how or whether such shares are voted on any specific proposal.
Other Business
Our Board knows of no other matter to be presented
at the Annual Meeting. If any additional matter should properly come before the Annual Meeting, it is the intention of the persons named
in the enclosed proxy to vote such proxy in accordance with their judgment on any such matters.
BENEFICIAL
OWNERSHIP OF PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS
The following table sets
forth, as of October 31, 2024, information regarding the beneficial ownership of each class of our voting securities by: (i) our
officers and directors; (ii) all of our officers and directors as a group; and (iii) each person known by us to beneficially own 5% or
more of any class of our outstanding voting securities. Generally, a person is deemed to be a “beneficial owner” of a security
if that person has or shares the power to dispose or to direct the disposition of such security. A person is also deemed to be a beneficial
owner of any securities of which the person has the right to acquire beneficial ownership within 60 days.
The address of each holder
listed below, except as otherwise indicated, is c/o The OLB Group, Inc., 1120 Avenue of the Americas, 4th Floor, New York,
NY.
Name of Beneficial Owner | |
Shares of
Common
Stock
Beneficially
Owned** | | |
Percent of
Common
Stock
Beneficially
Owned(1)** | | |
Shares of
Series A
Preferred
Stock
Beneficially
Owned(2)** | | |
Percent of
Series A
Preferred
Stock
Beneficially
Owned(2)** | | |
Number of
Voting
Shares
Beneficially
Owned** | | |
Percent of
Voting
Shares
Beneficially
Owned(4)** | |
5% Beneficial Owners | |
| | |
| | |
| | |
| | |
| | |
| |
John Herzog(4) | |
| 111,581 | | |
| 5.67 | % | |
| — | | |
| — | | |
| 111,581 | | |
| 5.7 | % |
Directors and Officers | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Ronny Yakov | |
| 582,970 | (5) | |
| 29.67 | % | |
| 11,344 | | |
| 100 | % | |
| 594,3144 | (5) | |
| 30.1 | % |
Rachel Boulds | |
| 83 | | |
| * | | |
| — | | |
| — | | |
| 83 | | |
| * | |
Patrick Smith(6) | |
| 102,400 | | |
| 5.21 | % | |
| — | | |
| — | | |
| 102,400 | | |
| 5.18 | % |
Alina Dulimof | |
| 5.212 | | |
| * | | |
| — | | |
| — | | |
| 5.212 | | |
| * | |
Ehud Ernst | |
| 7,619 | | |
| * | | |
| — | | |
| — | | |
| 7,619 | | |
| * | |
Amir Sternhell | |
| 6,046 | | |
| * | | |
| — | | |
| — | | |
| 6,046 | | |
| * | |
All directors and executive officers as a group (6 persons) | |
| 704,330 | | |
| 38.84 | % | |
| 11,344 | | |
| 100 | % | |
| 715,674 | | |
| 36.21 | % |
* |
Less than 1%. |
|
|
** |
Under SEC rules, beneficial ownership includes shares over which the individual or entity has voting or investment power and any shares which the individual or entity has the right to acquire within sixty days. |
|
|
(1) |
Percentage ownership of common stock is based on 1,965,040 shares of Common Stock plus 11,344 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise voting power on an as-converted basis. |
|
|
(2) |
The number of shares and percentage ownership of Series A Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which such shares of Series A Preferred Stock are convertible into 11,344 shares of common stock accordance with the Certificate of Designations (as hereinafter defined)). The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock with the holders of common stock on an as-converted basis. |
|
|
(3) |
Percentage of voting stock is based on 1,965,040 shares of Common Stock and 1,021 shares of Series A Preferred Stock (convertible into 11,344 shares of common stock) outstanding on October 31, 2024. |
|
|
(4) |
As reported on Schedule 13G/A filed with the SEC on November 14, 2024. |
|
|
(5) |
Includes (i) 17,667 vested options, (ii) 11,344 shares of common stock underlying Series A Preferred Stock, and (iii) shares of common stock underlying 22,700 Series A Warrants to purchase one share of common stock each at a purchase price of $9.00 per share and 5,675 Series B Warrants to purchase one share of common stock each at a purchase price of $4.50 per share, which warrants are exercisable within 60 days of this Annual Report. |
|
|
(6) |
Consists of 31,232 vested options. |
Deadline for Submission of Stockholder
Proposals for 2025 Annual Meeting of Stockholders
For any proposal to be considered for inclusion
in our proxy statement and form of proxy for submission to the stockholders at our 2025 Annual Meeting of Stockholders, it must be submitted
in writing and comply with the requirements of Rule 14a-8 of the Securities Exchange Act. Such proposals must be received by
the Company at its offices at 1120 Avenue of the Americas, Fourth Floor, New York, New York 10036 no later than July 22,, 2025.
Stockholders may present proposals intended for
inclusion in our proxy statement for our 2025 Annual Meeting of Stockholders provided that such proposals are received by the Secretary
of the Company in accordance with the time schedules set forth in, and otherwise in compliance with, applicable SEC regulations, and the
Company’s Bylaws, as amended, as applicable. Proposals submitted not in accordance with such regulations will be deemed untimely
or otherwise deficient; however, the Company will have discretionary authority to include such proposals in the 2025 Proxy Statement.
Stockholder Communications
Stockholders wishing to communicate with the Board
may direct such communications to the Board c/o the Company, Attn: Ronny Yakov. Mr. Yakov will present a summary of all stockholder
communications to the Board at subsequent Board meetings. The directors will have the opportunity to review the actual communications
at their discretion.
Additional Information
Accompanying this Proxy Statement is a copy of
the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. Such Report includes the Company’s
audited financial statements for the 2023 fiscal year and certain other financial information, which is incorporated by reference herein.
In addition, we are subject to certain informational
requirements of the Exchange Act and in accordance therewith file reports, proxy statements and other information with the SEC. Such
reports, proxy statements and other information are available on the SEC’s website at www.sec.gov. Stockholders who have
questions in regard to any aspect of the matters discussed in this Proxy Statement should contact Matthew Kepke, Corporate Counsel of
the Company, at 1120 Avenue of the Americas, Fourth Floor, New York, New York 10036.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD
OF DIRECTORS
THE UNDERSIGNED HEREBY APPOINTS MATTHEW KEPKE
AS PROXY OF THE UNDERSIGNED, WITH FULL POWER OF SUBSTITUTION, TO VOTE ALL THE SHARES OF COMMON STOCK AND SERIES A PREFERRED STOCK OF THE
OLB GROUP, INC. HELD OF RECORD BY THE UNDERSIGNED ON NOVEMBER 22, 2024, AT THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER
20, 2024, OR ANY ADJOURNMENT THEREOF.
1. Election of Ronny Yakov, Amir Sternhell, Ehud
Ernst and Alina Dulimof to hold office until the 2024 Annual Meeting of Stockholders or their successors are elected and qualified.
| ☐ | WITHHOLD AUTHORITY FOR THE NOMINEES |
| ☐ | FOR ALL EXCEPT (see instructions) |
Instructions: to withhold authority for
any individual nominee, mark “FOR ALL EXCEPT” and fill in the circle next to the nominee you wish to withhold for.
2. To ratify the appointment by the Board of RBSM,
LLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
|
|
☐ FOR |
|
☐ AGAINST |
|
☐ ABSTAIN |
3. To approve the Second Amended and Restated
2020 Share Incentive Plan:
|
|
☐ FOR |
|
☐ AGAINST |
|
☐ ABSTAIN |
4. To approve, on an advisory basis, the compensation
of our named executive officers as described in this proxy statement
|
|
☐ FOR |
|
☐ AGAINST |
|
☐ ABSTAIN |
The shares represented by this proxy, when
properly executed, will be voted as specified by the undersigned stockholder(s). If this card contains no specific voting instructions,
the shares will be voted FOR each of the directors and proposals described on this card.
In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the meeting.
Please mark, sign, date and return this proxy
promptly using the accompanying postage pre-paid envelope. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
OLB GROUP, INC.
|
|
|
|
|
Signature of Stockholder(s) |
|
|
|
Date |
When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please
sign the corporate name by the president or other authorized officer. If a partnership, please sign in the partnership name by an authorized
person.
VOTE BY INTERNET — You
may cast your vote by visiting http://www.proxyvote.com.
Use the Internet to transmit your voting instructions
and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy
card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction
form.
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