SCHEDULE
13D
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1
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Ronny Yakov
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a) ☐
(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (See Instructions)
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PF
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5
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CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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USA
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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7
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SOLE VOTING POWER
3,888,564
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8
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SHARED VOTING POWER
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0
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9
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SOLE DISPOSITIVE POWER
3,888,564
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10
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SHARED DISPOSITIVE POWER
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0
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,888,564
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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42.67%
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14
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TYPE OF REPORTING PERSON (See Instructions)
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IN
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Item
1.
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Security
and Issuer
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The
class of equity security to which this statement relates is the Common Stock, $0.0001 par value (the “Common Stock”), of
The OLB Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is
200 Park Avenue, Suite 1700, New York, NY 10166.
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Item
2.
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Identity
and Background
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(a)
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The
person filing this statement is Ronny Yakov (the “Reporting Person”).
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(b)
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The
Reporting Person’s residence is 1623 Third Avenue, 31G, New York, NY 10128.
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(c)
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The
Reporting Person is Chairman and Chief Executive Officer of the Issuer.
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(d),
(e)
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The
Reporting Person has not, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting,
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)
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The
Reporting Person is a citizen of the United States of America.
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Item
3.
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Source
and Amount of Funds or Other Considerations
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On
November 12, 2019, the Company effected a one-for-thirty reverse stock split of its common stock (the “Reverse Split”). All
shares throughout this Schedule 13D have been retroactively restated to reflect the Reverse Split.
In
a series of transactions, the Reporting Person acquired (i) 3,488,033 shares of Common Stock, (ii) 1,021 shares of Series A Preferred
Stock, (iii) 227,003 Series A Conversion Warrants with an exercise price of $9.00, (iv) 56,751 Series B Conversion Warrants with an exercise
price of $4.50 and (v) 20,001 options to purchase common stock. The options vest and become exercisable in three (3) equal annual installments
beginning on the one-year anniversary of the grant date. The options have an exercise price of $0.03 and expire in three years after
each vesting date.
For
further information, see the descriptions of certain transactions in the Company’s Annual Report on Form 10-K filed with on March
30, 2021.
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Item
4.
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Purpose
of Transaction
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The
information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety
into this Item 4.
All
acquisitions by the Reporting Person of Common Stock reported herein were (a) for the purpose of providing the Issuer with working capital,
and (b) for investment purposes.
The
Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a)
- (j) of Item 4 of Schedule 13D other than as a member of the Issuer’s Board of Directors.
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Item 5.
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Interest
in Securities of the Issuer
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(a),
(b) The Reporting Person may be deemed to be the beneficial owner of 3,888,564 shares of Common Stock. This includes (i) 3,478,033 shares
of Common Stock, (ii) 1,021 shares of Series A Preferred Stock convertible into 113,444 shares of common stock, (iii) 227,003 Series
A Conversion Warrants, (iv) 56,751 Series B Conversion Warrants and 13,667 shares of Common Stock issuable upon the exercise of vested
options. This amount, constitutes 42.67% of the Common Stock of the Company, based upon 8,701,532 shares of Common Stock issued and outstanding
as of October 5, 2021 plus shares of Common Stock receivable by the Reporting Person upon conversion of Class A Preferred Stock and the
exercise of Class A Warrants, Class B Warrants and vested options.
The
Reporting Person has the sole power to vote and dispose of all of these shares. The cover page to this Schedule 13D for the Reporting
Person is incorporated by reference in its entirety into this Item 5.
(c) The
Reporting Person has not effected any transaction in Shares from August 5, 2021 (the date 60 days prior to the filing of this Schedule
13D) to October 6, 2021.
(d)
No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, the Shares.
(e)
Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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See
the descriptions in Certain Transactions in the Company’s Annual Report on Form 10-K filed with on March 30, 2021 relating to the
Reporting Person.
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Item
7.
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Material
to Be Filed as Exhibits
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The
following documents are incorporated by reference.
(i)
Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of CrowdPay.US, Inc. filed with
Form 8-K filed on May 15, 2018.
(ii)
Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of OmniSoft, Inc. filed with Form
8-K filed on May 15, 2018.
(iii)
Employment Agreement with Ronny Yakov filed with Form S-1 filed on June 26, 2019.
(iv)
Certificate of Designations, Preferences and Rights of Series A Preferred Stock filed with Form 8-K filed on August 12, 2020.
(v)
Series A Warrant Agency Agreement (including the terms of the Series A Warrant) filed with Form 8-K filed on August 12, 2020.
(vi)
Series B Warrant Agency Agreement (including the terms of the Series B Warrant) filed with Form 8-K filed on August 12, 2020.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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October
12, 2021
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Dated
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/s/
Ronny Yakov
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Signature
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Ronny
Yakov
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Name/Title
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person),
evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however,
that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and
any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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