Item 1.01. Entry
into a Material Definitive Agreement.
On November 2, 2021, The OLB
Group Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”)
with certain institutional accredited investors (the “Investors”) pursuant to which the Company agreed to issue and
sell, in a private placement (the “Private Placement”), (i) 1,878,182 shares (the “Shares”) of its
common stock, par value $0.0001 per share (the “Common Stock”),(ii) pre-funded warrants (the “Prefunded Warrants”)
exercisable for a total of up to 3,636,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise
price of $0.0001 per Prefunded Warrant Share, and (iii) warrants (the “Common Warrants”) exercisable for a total of
4,545,455 shares of Common Stock (the “Common Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant
Shares”) with an exercise price of $6.50 per Common Warrant Share. The purchase price of each share of Common Stock and associated
Common Warrant is $5.50 and the purchase price of each Prefunded Warrant and associated Common Warrant is $5.4999. Subject to certain
ownership limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five year anniversary of the
effective date of the initial registration statement filed under the Registration Rights Agreement (as defined below). The Prefunded Warrants
are immediately exercisable upon issuance and may be exercised at any time until all of the Prefunded Warrants are exercised in full.
The
closing of the offering is expected to take place on or about November 5, 2021, subject to the satisfaction of customary closing conditions.
The net proceeds of the offering are estimated to be approximately $23 million, after deducting placement agent fees and other estimated
offering expenses. The Company intends to use the net proceeds from the offering to invest in or acquire companies or technologies that
are synergistic with or complimentary to our business, to expand and market our current products and for working capital and general
corporate purposes.
In
connection with the offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”),
pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”)
one or more registration statements to register for resale the Shares and the Warrant Shares.
The
securities issued in the offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”),
and, until so registered, the securities may not be offered or sold absent registration or availability of an applicable exemption from
registration.
The Company also agreed that,
from the date of the Purchase Agreement until for 60 days after the effective date of the initial registration statement filed under the
Registration Rights Agreement, the Company would not (i) issue, enter into any agreement to issue or announce the issuance or proposed
issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or any amendment or supplement
thereto, in each case other than as contemplated under the Registration Rights Agreement. Further, until the one year anniversary of the
effective date of the initial registration statement filed under the Registration Rights Agreement, the Company is prohibited from effecting
or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock equivalents (or a combination of units
thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions set forth
in the Purchase Agreement.
Additionally, our Chief Executive
Officer has agreed with the Company to be subject to a lock-up from the date of the Purchase Agreement until 60 days after the effective
date of the initial registration statement filed under the Registration Rights Agreement, subject to certain permitted limited transfers
during the lock-up period.
H.C. Wainwright & Co.,
LLC (“Wainwright”) served as the exclusive placement agent for the issuance and sale of the securities pursuant
to the Purchase Agreement. 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,
except that the exercise price will be 125% of the purchase price (or $6.875 per share), and the reimbursement of certain out-of-pocket
expenses up to an aggregate of $100,000.
The forms of the Purchase
Agreement, the Registration Rights Agreement, Prefunded Warrant and the Common Warrant are filed as Exhibits 10.1, 10.2, 4.1
and 4.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement, the
Registration Rights Agreement, the Prefunded Warrant and the Common Warrant are subject to, and qualified in their entirety
by, the full text of each 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.