Item 1.01. Entry
into a Material Definitive Agreement.
On August 18, 2021,
The OLB Group, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain investors (each, including its successors and assigns, a “Purchaser,” and
collectively the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct
offering (the “Offering”), an aggregate of 1,418,605 shares (the “Shares”) of the Company’s
common stock, par value $0.0001 per share (the “Common Stock”), and in a concurrent private placement, warrants to
purchase up to 1,418,605 shares (the “Warrant Shares”) of Common Stock (the “Warrants”), at an
aggregate purchase price of $4.30 per Share and associated Warrant. The Warrants will be exercisable six months from the date of issuance
at an exercise price of $5.42 per share and will expire five and one-half years following the initial date of issuance.
The closing of
the sale of the Shares and Warrants under the Agreement is expected to occur on or about August 23, 2021. The Agreement
contains customary representations and warranties of the Company, termination rights of the parties, and certain indemnification
obligations of the Company and ongoing covenants of the Company, including a prohibition on sales of Common Stock or securities convertible
or exchangeable into Common Stock by the Company for a period of 45 days after the closing of the sale of the Shares under
the Agreement, and a prohibition on the Company from entering into agreements for or effecting certain variable rate transactions or
securities issuances at future determined prices for a period of 12 months following the closing of the sale of the Shares under
the Agreement, in each case, subject to certain exceptions.
The net proceeds of the Offering
are estimated to be approximately $5.6 million, after deducting placement agent fees and other estimated offering expenses. The
Company intends to use the net proceeds from this Offering to invest in or acquire companies or technologies that are synergistic
with or complimentary to our business, to expand and market our current products and working capital and general corporate purposes.
H.C. Wainwright & Co.,
LLC (“Wainwright”) served as the exclusive placement agent for the issuance and sale of the Shares. Wainwright
will be entitled to a cash fee of 7.5% of the aggregate gross proceeds of the offering, warrants to purchase up to a number of shares
of Common Stock equal to 7.5% of the Shares sold in substantially the same form as the Warrants and the reimbursement of certain out-of-pocket
expenses up to an aggregate of $100,000.
The Shares were offered and
sold by the Company through a prospectus supplement pursuant to the Company’s automatic “shelf” registration
statement on Form S-3, which was previously filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 9, 2021 and subsequently declared effective on May 3, 2021 (File No. 333-255152) (the “Registration Statement”). Securities
issued pursuant to the Registration Statement may only be offered by means of a prospectus. The Company has filed with
the SEC the prospectus supplement, together with the accompanying base prospectus, used in connection with the offer and sale of the Shares.
The forms of the Agreement
and the Warrant are filed as Exhibit 10.1 and 4.1, respectively, to this Current Report on Form 8-K. The foregoing summary
of the terms of the Agreement is subject to, and qualified in its entirety by, the full text of such document, which is incorporated
herein by reference. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an
offer to sell the Company’s securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer,
solicitation or sale is unlawful.
The legal opinion and consent
of Ellenoff Grossman & Schole LLP relating to the securities is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated
herein by reference.