As filed with the Securities and Exchange Commission
on November 17, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE OLB GROUP, INC.
(Exact Name of Registrant as Specified in its
Charter)
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Delaware
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7389
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13-4188568
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(State or other jurisdiction of
incorporation or organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification No.)
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200 Park Avenue, Suite 1700
New York, NY 10166
(212) 278-0900
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant’s Principal Executive Offices)
Ronny Yakov
Chief Executive Officer
200 Park Avenue, Suite 1700
New York, NY 10166
(212) 278-0900
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
with copies to:
Barry I. Grossman, Esq.
David Selengut, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas
New York, NY 10105
Phone: (212) 370-1300
Fax: (212) 370-7889
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Approximate date of commencement
of proposed sale to the public: From time to time after this registration statement becomes effective.
If the only securities being
registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being
registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933,
other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒
If this Form is filed to register
additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the
Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐
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Accelerated filer ☐
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Non-accelerated filer ☒
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Smaller reporting company ☒
Emerging growth company ☒
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If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered
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Amount
to be Registered(1)
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Proposed Maximum
Offering Price per Share (2)
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Proposed Maximum
Aggregate Offering
Price
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Amount of Registration
Fee (3)
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Common Stock, $0.0001 par value per share (4)
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10,084,727
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$
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5.49
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$
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55,365,151
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$
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5,132.35
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock offered hereby also include an indeterminate number of additional shares of common stock as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations or other similar transactions.
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(2)
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Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c) under the Securities Act based upon the average of the high and low prices for a share of the registrant’s common stock as reported on The Nasdaq Capital Market on November 16,2021.
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(3)
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Calculated in accordance with Rule 457(c) under the Securities Act.
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(4)
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Represents
the resale of (i) 1,969,091 shares of common stock issued in a private placement that took place in November 2021, (ii) 2,576,364
shares of common stock issuable upon the exercise of the pre-funded warrants issued in a private placement that took place in
November 2021, (iii) 4,545,455 shares of common stock issuable upon the exercise of the warrants issued in a private placement that
took place in November 2021, (iv) 546,513 shares of common stock issuable upon the exercise of the warrants issued in a private
placement described herein that took place in August 2021, (v) 340,909 shares of common stock issuable upon the exercise of the
placement agent warrants issued in a private placement that took place in November 2021 and (vi) 106,395 shares of common stock
issuable upon the exercise of the placement agent warrants issued in a private placement that took place in August 2021
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The Registrant hereby amends
this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further
amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and
Exchange Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
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PROSPECTUS
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SUBJECT TO COMPLETION
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DATED NOVEMBER 17, 2021
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10,084,727 Shares of Common Stock
This prospectus relates to the
resale by selling stockholders of 10,084.727 shares of common stock of the OLB Group, Inc.. (“we,” “us,”
“our,” the “Company,” or “OLB”). The shares offered for resale by this prospectus consist of (i) 1,969,091
shares of common stock issued by the Company on November 5, 2021 in a private placement described herein, (ii) 2,576,364 shares of common
stock issuable upon the exercise of the pre-funded warrants issued on November 5, 2021 in a private placement described herein, (iii)
4,545,455 shares of common stock issuable upon the exercise of the warrants issued on November 5, 2021 in a private placement described
herein, (iv) 546,513 shares of common stock issuable upon the exercise of the warrants issued on August 23, 2021 in a private placement
described herein, (v) 340,909 shares of common stock issuable upon the exercise of the placement agent warrants issued to H.C. Wainwright
& Co. LLC (“Wainwright”) on November 5, 2021 in a private placement described herein and 106,395 shares of common stock
issuable upon the exercise of the placement agent warrants issued to Wainwright on August 23, 2021 in a private placement described herein.
We will not receive any
proceeds from the resale of any of the shares of common stock being registered hereby sold by the selling stockholders. However, we may
receive proceeds from the exercise of the Warrants held by the selling stockholders exercised other than pursuant to any applicable cashless
exercise provisions of such Warrants.
Our common stock is listed
on The NASDAQ Capital Market under the symbol “OLB”. The last reported sale price of our common stock on the Nasdaq
Capital Market on November 16, 2021 was $5.25 per share. We recommend that you obtain current market quotations for our common stock prior
to making an investment decision.
The selling stockholders
may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market
prices or at privately negotiated prices. Our registration of the shares of common stock covered by this prospectus does not mean that
the selling stockholders will offer or sell any of the shares. With regard only to the shares the selling stockholders sell for their
own behalf, the selling stockholders may be deemed an “underwriter” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”). The Company has paid all of the registration expenses incurred in connection with the registration
of the shares. We will not pay any of the selling commissions, brokerage fees and related expenses.
Investing in our common
stock involves certain risks. See “Risk Factors” on page 6 of this prospectus, included in any accompanying prospectus
supplement and in the documents incorporated by reference in this prospectus for a discussion of the factors you should carefully consider
before deciding to purchase these securities.
We may amend or supplement
this prospectus from time to time by filing amendments or supplements as required. We urge you to read the entire prospectus, any amendments
or supplements, any free writing prospectuses, and any documents incorporated by reference carefully before you make your investment
decision.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2021
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”
registration process for the delayed offering and sale of securities pursuant to Rule 415 under the Securities Act. This prospectus generally
describes The OLB Group, Inc. and our common stock. The selling stockholders may use the shelf registration statement to sell up to an
aggregate of up to 9,431,819 shares of our common stock from time to time through any means described in the section entitled “Plan
of Distribution”
We will not receive any proceeds
from the sale of shares of common stock to be offered by the selling stockholders pursuant to this prospectus. However, we will pay the
expenses, other than underwriting discounts and commissions, associated with the sale of shares pursuant to this prospectus. We will
receive up to an aggregate of approximately $29.5 million from the exercise of warrants, assuming the exercise
in full of all the warrants for cash. We expect to use the net proceeds from the exercise of the warrants for expansion of our cryptocurrency
mining operations, potential additional acquisitions and general corporate purposes.
We and the selling stockholders,
as applicable, may deliver a prospectus supplement with this prospectus, to the extent appropriate, to update the information contained
in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. You should read
both this prospectus and any applicable prospectus supplement, together with additional information described below under the captions
“Where You Can Find More Information” and “Incorporation of Certain Information by Reference.”
No offer of these securities
will be made in any jurisdiction where the offer is not permitted.
You should rely only on the
information contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free
writing prospectus filed by us with the SEC. We have not authorized anyone to provide you with different information. This prospectus
and any accompanying prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other
than the securities described in this prospectus or such accompanying prospectus supplement or an offer to sell or the solicitation of
an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information
appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus
is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed
materially since those dates.
Unless the context otherwise
indicates, references in this prospectus to “we,” “our” and “us” refer, collectively, to The OLB
Group, Inc., a Delaware corporation, and its consolidated subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains
“forward-looking statements” within the meaning of the federal securities laws, and that involve significant risks and uncertainties.
Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,”
“continue,” “expects,” “anticipates,” “future,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking
statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications
of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements
are made or management’s good faith belief as of that time with respect to future events, and are subject to significant risks
and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking
statements. Forward-looking statements are subject to a number of risks, uncertainties and assumptions in other documents we file from
time to time with the SEC, specifically our most recent Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q and our Current
Reports on Form 8-K.
Important factors that could
cause such differences include, but are not limited to:
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Our acquisition of eVance and
share exchange with OmniSoft and CrowdPay has collectively formed a new business platform which we have continued to integrate into our
overall operations since 2018, and which may create certain risks and may adversely affect our business, financial condition or results
of operations;
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We rely on acquisitions of
merchant portfolios from other companies to supplement our organic acquisitions of merchants and our ability to continue to acquire new
merchants by purchasing portfolios from third-parties may be limited;
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We operate in a regulatory
environment that is evolving and uncertain and any changes to regulations could have a material impact on our business and financial
condition;
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We rely on a combination of
confidentiality clauses, assignment agreements and license agreements with employees and third parties, trade secrets, copyrights and
trademarks to protect our intellectual property and competitive advantage, all of which offer only limited protection meaning that we
may be unable to maintain and protect our intellectual property rights and proprietary information or prevent third-parties from making
unauthorized use of our technology;
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Our growth may not be sustainable
and depends on our ability to attract new merchants, retain existing merchants and increase sales to both new and existing merchants;
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We may not be successful in
expanding our business into cryptocurrency mining;
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Our reliance upon exclusive
arrangements for natural gas may not continue if the natural gas mines no longer yield sufficient gas to power our mining computers which
could result in higher costs to operate our cryptocurrency mining operations; and
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We may require additional capital
to continue our operations which may not be available, or if available, may not be available on reasonable terms.
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The foregoing does not represent
an exhaustive list of matters that may be covered by the forward-looking statements contained herein or risk factors that we are faced
with. Forward-looking statements necessarily involve risks and uncertainties, and our actual results could differ materially from those
anticipated in the forward-looking statements due to a number of factors, including those set forth above under “Risk Factors”
and elsewhere in this prospectus. The factors set forth above under “Risk Factors” and other cautionary statements made in
this prospectus should be read and understood as being applicable to all related forward-looking statements wherever they appear in this
prospectus. The forward-looking statements contained in this prospectus represent our judgment as of the date of this prospectus. We
caution readers not to place undue reliance on such statements. Except as required by law, we undertake no obligation to update publicly
any forward-looking statements for any reason, even if new information becomes available or other events occur in the future. All subsequent
written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety
by the cautionary statements contained above and throughout this prospectus.
ABOUT THE COMPANY
Business Overview
Overview
We are a FinTech company and payment facilitator
(“PayFac”) that focuses on a suite of products in the merchant services and payment facilitator verticals and seeks to provide
integrated business solutions to merchants throughout the United States. We seek to provide merchants with a wide range of products
and services through our various online platforms, including financial and transaction processing services. We also have products that
provide support for crowdfunding and other capital raising initiatives. We supplement our online platforms with certain hardware solutions
that are integrated with our online platforms. Our business functions primarily through three wholly-owned subsidiaries, eVance, Inc.,
a Delaware corporation (“eVance”), OmniSoft.io, Inc., a Delaware corporation (“OmniSoft”), and CrowdPay.Us, Inc.,
a New York corporation (“CrowdPay”).
OmniSoft operates a cloud-based business management
platform that provides turnkey solutions for merchants to enable them to build and manage their retail businesses, whether online or
at a “brick and mortar” location. The OmniSoft platform, which can be accessed by merchants through any mobile and computing
device, allows merchants to, among other features, manage and track inventory, track sales and process customer transactions and can
provide interactive data analysis concerning sales of products and need for additional inventory. Merchants generally utilize the platform
by uploading to the platform information about their inventory (description of units, number of units, price per unit, and related information).
Once such information has been uploaded, merchants, either with their own device or with hardware that we sell directly to them, are
able to utilize the platform to monitor inventory and process and track sales of their products (including coordinating shipping of their
products with third party logistics companies). We manage and maintain the OmniSoft platform through a variety of domain names or a merchant
can integrate our platform with their own domain name. Using the OmniSoft platform, merchants can “check-out” their customers
at their “brick and mortar” stores or can sell products to customers online, in both cases accepting payment via a simple
credit card or debit card transaction (either swiping the credit card or entering the credit card number), a cash payment, or by use
of a QR code or loyalty and reward points, and then print or email receipts to the customer. For more information regarding our OmniSoft
platform, see “Description of our OmniSoft Business.”
eVance provides competitive payment processing
solutions to merchants which enable merchants to process credit and debit card-based internet payments for sales of their products at
competitive prices (whether such sales occur online or at a “brick and mortar” location). eVance is an independent sales
organization (an “ISO”) that signs up new merchants on behalf of acquiring banks and processors that provides financial and
transaction processing solutions to merchants throughout the United States. eVance differentiates itself from other ISOs by focusing
on both obtaining and maintaining new merchant contracts for its own account (including, but not limited to, merchants that utilize the
OmniSoft platform) and also obtaining and maintaining merchant contracts obtained by third-party ISOs (for which we negotiate a shared
fee arrangement) and utilizing our own software and technology to provide merchants and other ISOs differentiating products and software.
In particular, we (i) own our own payments gateway, (ii) have proprietary omni-commerce software platform, (iii) have
in-house underwriting and customer service, (iv) have in-house sub-ISO management system which offers sub-ISOs and agents tools
for online boarding, account management, residual reports among other tools, (v) utilize a Payment Facilitator model and (vi) offer
a suite of products in the financial markets (through CrowdPay). Leveraging our relationship with three of the top five merchant processors
in the United States (representing a majority of the merchant processing market) and with the use of our proprietary software, our
payment gateway (which we call “SecurePay”) enables merchants to reduce the cost of transacting with their customers by removing
the need for a third-party payment gateway solution. eVance operates as both a wholesale ISO and a retail ISO depending on the risk profile
of the merchant and the applicable merchant processor and acquiring bank. As a wholesale ISO, eVance underwrites the processing transactions
for merchants, establishing a direct relationship with the merchant and generating individual merchant processing contracts in exchange
for future residual payments. As a retail ISO, eVance primarily gathers the documents and information that our partners (acquiring banks
and acquiring processors) need to underwrite merchants’ transactions and as a result receives only residual income as commission
for merchants it places with our partners. For more information regarding the electronic payment industry, see “Business —
Description of our eVance Business — Our Industry.”
We expect to build out our OmniSoft software
business and to rely more on our PayFac model to transition away from our reliance on our eVance business but there is no guarantee that
we will be able to do so.
SecurePay
SecurePay is a payment gateway and virtual terminal
with proprietary business management tools that is in compliance with the Payment Card Industry (PCI).
SecurePay has been certified by Visa and MasterCard
(certified Level II and Level III) and finalized implementation of “3D Secure” in 2019 (a feature that is unique to what
we offer in order to provide for more secure environment for E-commerce and mobile payments in-store and online).
CrowdPay.us™ operates a white label capital
raising platform that targets small and midsized businesses seeking to raise capital and registered broker-dealers seeking to host capital
raising campaigns for such businesses by integrating the platform onto such company’s or broker-dealer’s website. Our CrowdPay
platform is tailored for companies seeking to raise money through a crowdfunding offering of between $1 million and $50 million pursuant
to Regulation CF under Title III of the Jumpstart Our Business Startups (the “JOBS Act”), offerings pursuant to Rule 506(b)
and Rule 506(c) under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), and offerings pursuant
to Regulation A+ of the Securities Act. Our platform, which can be used for multiple offerings at once, provides companies and broker-dealers
with an easy-to-use, turnkey solution to support company offerings, allowing companies and broker-dealers to easily present online to
potential investors relevant marketing and offering materials and by aiding in the accreditation and background check processes to ensure
investors meets the applicable requirements under the rules and regulations of the Securities Exchange Commission (the “SEC”).
CrowdPay charges a fee to each company and broker-dealer for the use of its platform under a fee structure that is agreed to between
CrowdPay and the Company and/or broker-dealer prior to the initiation of the offering. CrowdPay also generates revenues by providing
ancillary services to the companies and broker-dealers utilizing our platform, including running background checks and providing anti-money
laundering and know-your-customer compliance. CrowdPay is not a registered funding portal or a registered broker-dealer.
On May 22, 2020,
we purchased certain assets from POSaBIT Inc., including its contracts and arrangements with the Doublebeam merchant payment processing
platform. The assets included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website
domains.
Synergies between the subsidiaries
The success of our business model is dependent
on the synergies between the business segments operated by our subsidiaries. We have created and developed products that we believe,
form an ecosystem of e-commerce to provide a variety of clients, from online equity financing companies or merchants selling online or
in brick and mortar stores, with multiple product offerings and ancillary services from underwriting with the banks and merchant billing
from the cloud software. We expect that these synergies will create additional revenue by charging transaction fees on each service provided
to clients by our partnerships with Merchant Acquiring Banks and PCI Compliance.
We believe that our wholly-owned subsidiaries
combine to create an ecosystem where each subsidiary benefits the other. Starting with the services provided by eVance, we enable each
of our products and platforms to communicate with each other and create an ecosystem among our products and, potentially, third-party
products.
The product environment created with a new registered
merchant or issuer enables all merchant information to be stored in a single, centralized location but utilized by all subsidiaries.
For example, merchant services utilizing eVance provide electronic payment processing services that can be utilized for payments on the
Crowdfunding platform. The platform is used by merchant services to allow mobile and online processing to merchants.
The Omni commerce platform will be offered to
all of the merchant services clients. The offered Merchant Services products we provide will enable all processing needs for the Omni-commerce
system. The gateway will allow merchants that are using the platform to accept online E-commerce transactions.
Recent Developments
On May 14, 2021, the Company formed OLBit, Inc.,
a wholly owned subsidiary (“OLBit”). The purpose of OLBit is to hold the Company’s assets and operate its business
related to its emerging cryptocurrency-related lending and transactional business.
On July 23, 2021, we formed DMINT, Inc., a wholly
owned subsidiary (“DMint”) to operate in the cryptocurrency mining industry. DMint has initiated the first phase of the cryptocurrency
mining operation by placing purchase orders for data centers and ASIC-based Antminer S19J Pro mining computers specifically configured
to mine Bitcoin. The first lot of equipment is being used to establish a proof of concept before DMint expands the number of computers
in operation. As of November 1, 2021, DMint has 600 computers online and mining for Bitcoin. It has six data centers located in Pennsylvania.
It has entered into an exclusive agreement whereby it has rights to all of the natural gas produced by 15 mines in Bradford, Pennsylvania.
The natural gas is taken directly from the well heads to generate electricity required to power the mining computers. As configured,
it is expected that the computers purchased will have a combined computing power of approximately 100 petahash per second. If the initial
mining operation results are as anticipated, DMint plans to expand the number of mining computers every quarter, whereby it would aim
to have the computing power of 500 petahash per second by the end of 2022.
On July 1, 2021, we
also signed a non-binding letter of intent to acquire a portfolio of Cannabidiol (or “CBD”) merchants and other merchants
that will utilize our SecurePay Payment Gateway to process payments. The group of merchants to be acquired have reported annual transaction
volume of greater than $300 million. The transaction is anticipated to add an accomplished and experienced sales channel to the OLB team,
enabling further penetration into this growing sector in the United States. The transaction is expected to close in the fourth quarter
of 2021, but there can be no assurance that we will close this acquisition on that timeline or at all.
On October 25, 2021, the Board of Directors (the
“Board”) of the Company approved entry by the Company into a share exchange agreement (“Agreement”) between the
Company and all of the shareholders of Crowd Ignition, Inc. (“Crowd Ignition”) whereby the Company would purchase 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.
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, own 100% of the equity of Crowd Ignition. The
software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings, collect payments and issue
securities. The software has been developed in response to, and to comply with, recent changes in investment regulations including Regulation
D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the crowdfunding limit from $1.07
million to $5.0 million. Crowd Ignition is one of only about 50 companies registered with the SEC to provide the services permitted under
Regulation CF. The transaction is expected to close by the end of November 2021, subject to execution of the Agreement and customary closing
conditions.
Corporate Information
We were incorporated in the
State of Delaware on November 18, 2004 for the purpose of merging with OLB.com, Inc., a New York corporation incorporated in 1993 (“OLB.com”).
The merger was done for the purpose of changing our state of incorporation from New York to Delaware. In April 2018, we completed an
acquisition of substantially all of the assets of Excel Corporation (“Excel”) and its subsidiaries Payprotec Oregon, LLC,
Excel Business Solutions, Inc. and eVance Processing, Inc. (such assets are the foundation of our eVance business). In connection with
such acquisition, in May 2018, we entered into share exchange agreements with CrowdPay and OmniSoft, affiliate companies owned by Mr.
Yakov and John Herzog, an affiliate of our company, pursuant to which each of CrowdPay and OmniSoft became wholly owned subsidiaries
of our company. Our Company’s headquarters is located at 200 Park Avenue, Suite 1700, New York, NY 10166. Our telephone number
is (212) 278-0900.
PRIVATE PLACEMENT
OF SHARES OF COMMON STOCK AND PRIVATE PLACEMENTS OF WARRANTS
On August 18, 2021, the Company entered into a
Securities Purchase Agreement (the “August SPA”) with certain investors pursuant to which the Company issued and sold in a
registered direct offering (the “August Offering”), an aggregate of 1,418,605 shares (the “August Shares”) of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and in a concurrent private placement
(the “August Private Placement”), warrants to purchase up to 1,418,605 shares (the “August Warrant Shares”) of
Common Stock (the “August Warrants”). The August 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 August Shares and the August Warrants
under the August SPA took place on August 23, 2021.
Wainwright served as the exclusive placement agent
for the issuance and sale of the August Shares and August Warrants. Wainwright received a cash fee of 7.5% of the aggregate gross proceeds
of the offering, warrants to purchase 106,395 shares of Common Stock in substantially the same form as the August Warrants, except that
the exercise price will be 125% of the purchase price (or $5.375 per share) (the “August Placement Agent Warrants”), and the
reimbursement of certain out-of-pocket expenses up to an aggregate of $100,000.
On November 2, 2021, the
Company entered into a securities purchase agreement (the “November SPA”) with certain institutional accredited investors
(the “Investors”) pursuant to which the Company agreed to issue and sell, in a private placement (the “Private Placement”),
(i) 1,969,091 shares (the “November Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common
Stock”), (ii) pre-funded warrants (the “Prefunded Warrants”) exercisable for a total of 2,576,364 shares of Common Stock
(the “Prefunded Warrant Shares”) with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants (the “Common
Warrants”) exercisable for a total of 4,545,455 shares of Common Stock (the “Common Warrant Shares” and together with
the Prefunded Warrant Shares, the “November Warrant Shares”) with an exercise price of $6.50 per Common Warrant Share (the
“November Offering”). The November Offering closed on November 5, 2021 and the Company issued the Shares and executed and
delivered the Prefunded Warrants and the Common Warrants. The purchase price of each share of Common Stock and associated Common
Warrant was $5.50 and the purchase price of each Prefunded Warrant and associated Common Warrant was $5.4999. Subject to certain ownership
limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five year anniversary of the effective
date of this Registration Statement which is being filed pursuant to 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.
In connection with the November
Offering, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which,
among other things, the Company agreed to prepare and file with the SEC one or more registration statements to register for resale by
the parties to the Registration Rights Agreement, the November Shares, the August Warrant Shares and the November Warrant Shares.
Wainwright served as the
exclusive placement agent for the issuance and sale of the securities pursuant to the November SPA. Wainwright received a cash fee of
7.5% of the aggregate gross proceeds of the offering, warrants to purchase 340,909 shares of Common Stock 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) (the “November Placement
Agent Warrants”), and the reimbursement of certain out-of-pocket expenses up to an aggregate of $100,000.
The November Offering closed on November 5, 2021.
The August Warrants, the
securities issued pursuant to the November SPA and the securities issued to Wainwright were issued pursuant to an exemption from registration
under Section 4(a)(2) and/or Rule 506 of Regulation D, which is promulgated under the Securities Act. The Company relied on this exemption
from registration based in part on representations made by the parties to such agreements.
THE OFFERING
Pursuant to this prospectus,
the selling stockholders are offering on a resale basis an aggregate of 9,431,819 shares of our common stock, par value $0.0001 per share,
which are comprised of, (i) 1,969,091 Shares, (ii) 2,576,364 Prefunded Warrant Shares issuable upon the exercise of the Prefunded Warrants,
(iii) 4,545,455 Common Warrant Shares issuable upon the exercise of the Common Warrants, (iv) 546,513 August Warrant Shares issuable upon
the exercise of the August Warrants, (v) 340,909 shares of Common Stock issuable upon the exercise of the November Placement Agent Warrants
and (vi) 106,395 shares of Common Stock issuable upon the exercise of the August Placement Agent Warrants.
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Common Stock to be offered by the selling stockholders
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10,084,727 shares of our Common Stock, including 1,969,091 Shares,
2,576,364 shares of our Common Stock issuable upon the exercise of the Prefunded Warrants, 4,545,455 shares of our Common Stock issuable
upon the exercise of the Common Warrant Shares, 546,513 shares of our Common Stock issuable upon the exercise of the August Warrants,
340,909 shares of Common Stock issuable upon the exercise of the November Placement Agent Warrants and 106,395 shares of Common Stock
issuable upon the exercise of the August Placement Agent Warrants issued to the selling stockholders.
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Common Stock outstanding prior to this offering
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10,772,393 shares.
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Common Stock to be outstanding after this offering
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20,857,120 shares (assuming the exercise of Warrants and the Placement
Agent Warrants). 1,969,091 Shares have been issued in the Private Placement on November 5, 2021 and are already included in the Common
Stock outstanding prior to this offering.
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Use of Proceeds
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We will not receive any of the proceeds from the sale by the selling
Stockholders of the Common Stock. Upon any exercise of the Warrants and the Placement Agent Warrants by payment of cash, however, we will
receive the exercise price of the Warrants and the Placement Agent Warrants. See “Use of Proceeds” on page 11 of this prospectus.
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Risk Factors
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You should read the “Risk Factors”
section beginning on page 6 of this prospectus for a discussion of factors to consider carefully before deciding to invest in
shares of our securities.
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Nasdaq Capital Market symbol
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Our Common Stock is listed on The Nasdaq Capital
Market under the symbol “OLB.” We do not intend to apply for listing of the Warrants on any securities exchange or nationally
recognized trading system
|
RISK FACTORS
Investing in our securities involves a high degree
of risk. You should carefully consider the risks and uncertainties described in this prospectus, in our most recent Annual Report on Form
10-K, as supplemented and updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K that we have filed or will
file with the SEC, and in other documents which are incorporated by reference into this prospectus, before making an investment decision
pursuant to this.
Our business, financial condition and results of
operations could be materially and adversely affected by any or all of these risks or by additional risks and uncertainties not presently
known to us or that we currently deem immaterial that may adversely affect us in the future.
Cryptocurrency Risks
We have an evolving business model.
Cryptocurrencies and blockchain technologies are
relatively new and highly speculative. Cryptocurrencies and blockchain technologies have limited history, and their risks cannot be fully
known at this time. As cryptocurrency assets and blockchain technologies become more widely available, we expect the services and products
associated with them to evolve. In order to stay current with the industry, our business model may need to evolve as well.
From time to time, we may modify aspects of our business model relating to our product mix and service offerings. We cannot offer
any assurance that these or any other modifications will be successful or will not result in harm to our business. We may not be
able to manage growth effectively, which could damage our reputation, limit our growth and negatively affect our operating results.
Such circumstances could have a material adverse effect on our ability to continue as a going concern or to pursue our new strategy at
all, which could have a material adverse effect on our business, prospects or operations.
We may not be able to compete with other
companies, some of which have greater resources and experience.
We may not be able to compete successfully against
present or future competitors. We do not have the resources to compete with larger providers of similar services at this time.
The cryptocurrency industry has attracted various high-profile and well-established operators, some of which have substantially greater
liquidity and financial resources than we do. With the limited resources we have available, we may experience great difficulties
in building our network of computers and creating an exchange. Competition from existing and future competitors could result in
our inability to secure acquisitions and partnerships that we may need to expand our business. This competition from other entities
with greater resources, experience and reputations may result in our failure to maintain or expand our business, as we may never be able
to successfully execute our business plan.
The properties included in our mining network
may experience damages.
Our initial cryptocurrency mining farm in Pennsylvania
is, and any future mining farms we establish will be, subject to a variety of risks relating to physical condition and operation, including:
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the presence of construction or repair defects or other structural
or building damage;
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any noncompliance with or liabilities under applicable environmental,
health or safety regulations or requirements or building permit requirements;
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any damage resulting from natural disasters, such as hurricanes,
earthquakes, fires, floods and windstorms; and
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claims by employees and others for injuries sustained at
our properties.
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For example, a mine could be rendered inoperable,
temporarily or permanently, as a result of a fire or other natural disaster or by a terrorist or other attack on the mine. The security
and other measures we take to protect against these risks may not be sufficient. Additionally, our mines could be materially adversely
affected by a power outage or loss of access to the electrical grid or loss by the grid of cost-effective sources of electrical power
generating capacity. Given the power requirement, it would not be feasible to run miners on back-up power generators in the event
of a power outage or damage to our primary generators.
Cryptocurrency exchanges and other trading
venues are relatively new and, in most cases, largely unregulated and may therefore be the subject of fraud and failures.
When cryptocurrency exchanges or other trading
venues are involved in fraud or experience security failures or other operational issues, such events could result in a reduction in cryptocurrency
prices or confidence and impact our success and have a material adverse effect on our ability to continue as a going concern or to pursue
this segment at all, which would have a material adverse effect on our business, prospects and operations.
Cryptocurrency market prices depend, directly
or indirectly, on the prices set on exchanges and other trading venues, which are new and, in most cases, largely unregulated as compared
to established, regulated exchanges for securities, commodities or currencies. For example, during the past several years, a number of
Bitcoin exchanges have closed due to fraud, business failure or security breaches. In many of these instances, the customers of the closed
exchanges were not compensated or made whole for partial or complete losses of their account balances. While smaller exchanges are less
likely to have the infrastructure and capitalization that may provide larger exchanges with some stability, larger exchanges may be more
likely to be appealing targets for hackers and “malware” (i.e., software used or programmed by attackers to disrupt computer
operation, gather sensitive information or gain access to private computer systems) and may be more likely to be targets of regulatory
enforcement action. We do not maintain any insurance to protect from such risks, and do not expect any insurance for customer accounts
to be available (such as federal deposit insurance) at any time in the future, putting customer accounts at risk if any such events occur.
In the event we experience fraud, security failures, operational issues or similar events such factors would have a material adverse effect
on our ability of to continue as a going concern or to pursue this segment at all, which would have a material adverse effect on our business,
prospects and operations.
Regulatory changes or actions may alter
the nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects or
operations.
As cryptocurrencies have grown in both popularity
and market size, governments around the world have reacted differently to cryptocurrencies, with certain governments deeming them illegal
while others have allowed their use and trade.
Governments may in the future curtail or outlaw
the mining, acquisition, use, trading or redemption of cryptocurrencies. Ownership of, holding or trading in cryptocurrencies may then
be considered illegal and subject to sanction. Governments may also take regulatory action that may increase the cost and/or subject cryptocurrency
companies to additional regulation. The effect of any future regulatory change on our business or any cryptocurrency that may impact our
business is impossible to predict, but such change could be substantial and may have a material adverse effect on our business, prospects
and operations.
The development and acceptance of cryptographic
and algorithmic protocols governing the issuance of and transactions in cryptocurrencies is subject to a variety of factors that are difficult
to evaluate.
The use of cryptocurrencies to, among other things,
buy and sell goods and services and complete transactions, is part of a new and rapidly evolving industry that employs digital assets
based upon a computer-generated mathematical and/or cryptographic protocol. Cryptocurrencies are not recognized as legal tender by any
U.S. or foreign governmental authority, and they are not backed by the full faith and credit of, or endorsed by, any government. The value
of cryptocurrency in respect of any specific transaction is based on the agreement of the parties thereto, and the value of such cryptocurrency
more broadly is based on the agreement of market participants. Currently, a significant portion of cryptocurrency demand is generated
by speculators seeking to profit from short- or long-term price fluctuations. It is doubtful that any given cryptocurrency has any intrinsic
value.
The growth of this industry in general, and the
use of cryptocurrencies in particular, is subject to a high degree of uncertainty, and the slowing or stopping of the development or acceptance
of developing protocols may occur and is unpredictable. The factors include, but are not limited to:
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Continued worldwide growth in the adoption and use of cryptocurrencies;
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Governmental and quasi-governmental regulation of cryptocurrencies
and their use, or restrictions on or regulation of access to and operation of the network or similar cryptocurrency systems;
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Changes in consumer demographics and public tastes and preferences;
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Our ability to hire and retain employees or engage third-parties
with experience in the cryptocurrency industry;
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The maintenance and development of the open-source software
protocol of the network;
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The availability and popularity of other forms or methods
of buying and selling goods and services, including new means of using fiat currencies;
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General economic conditions and the regulatory environment
relating to digital assets; and
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Negative consumer sentiment and perception of bitcoin specifically
and cryptocurrencies generally.
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If any of those events occur, it may have a material
adverse effect on our ability to pursue this business segment, which would have a material adverse effect on our business, prospects or
operations and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors in our
securities.
Banks and financial institutions may not
provide banking services, or may cut off services, to businesses that provide cryptocurrency-related services or that accept cryptocurrencies
as payment, including financial institutions of investors in our securities.
A number of companies that provide bitcoin and/or
other cryptocurrency-related services have been unable to find banks or financial institutions that are willing to provide them with bank
accounts and other services. Similarly, a number of companies and individuals or businesses associated with cryptocurrencies have had
and may continue to have their existing bank accounts closed or services discontinued with financial institutions. We also may be unable
to obtain or maintain these services for our business. The difficulty that many businesses that provide bitcoin and/or other cryptocurrency-related
services have and may continue to have in finding banks and financial institutions willing to provide them services may be decreasing
the usefulness of cryptocurrencies as a payment system and harming public perception of cryptocurrencies and could decrease its usefulness
and harm its public perception in the future. Similarly, the usefulness of cryptocurrencies as a payment system and the public perception
of cryptocurrencies could be damaged if banks or financial institutions were to close the accounts of businesses providing bitcoin and/or
other cryptocurrency-related services. This could occur as a result of compliance risk, cost, government regulation or public pressure.
The risk applies to securities firms, clearance and settlement firms, national stock and commodities exchanges, the over the counter market
and the Depository Trust Company, which, if any of such entities adopts or implements similar policies, rules or regulations, could result
in the inability of our investors to open or maintain stock or commodities accounts, including the ability to deposit, maintain or trade
our securities. Such factors would have a material adverse effect on our ability to continue as a going concern or to pursue this segment
at all, which would have a material adverse effect on our business, prospects or operations and harm investors.
The impact of geopolitical events on the
supply and demand for cryptocurrencies is uncertain.
Crises may motivate large-scale purchases of cryptocurrencies
which could increase the price of cryptocurrencies rapidly. This may increase the likelihood of a subsequent price decrease as crisis-driven
purchasing behavior wanes, adversely affecting the value of any cryptocurrencies we hold or expect to acquire for our own account. Such
risks are similar to the risks of purchasing commodities in general uncertain times, such as the risk of purchasing, holding or selling
gold.
As an alternative to gold or fiat currencies that
are backed by central governments, cryptocurrencies, which are relatively new, are subject to supply and demand forces. How such supply
and demand will be impacted by geopolitical events is uncertain but could be harmful to us and investors in our securities. Nevertheless,
political or economic crises may motivate large-scale acquisitions or sales of cryptocurrencies either globally or locally. Such events
would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have
a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect
to acquire for our own account.
Acceptance and/or widespread use of cryptocurrency
is uncertain.
Currently, there is a relatively small use of
bitcoins and/or other cryptocurrencies in the retail and commercial marketplace for goods or services. In comparison there is relatively
large use by speculators, which contributes to price volatility.
The relative lack of acceptance of cryptocurrencies
in the retail and commercial marketplace limits the ability of end-users to use them to pay for goods and services. Such lack of acceptance
or decline in acceptances would have a material adverse effect on our ability to pursue this business segment at all, which would have
a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect
to acquire for our own account.
Transactional fees may decrease demand for bitcoin and prevent
expansion.
As the number of Bitcoin awarded for solving a
block in a blockchain decreases, the incentive for miners to continue to contribute to the bitcoin network will transition from a set
reward to transaction fees. Either the requirement from miners of higher transaction fees in exchange for recording transactions
in a blockchain or a software upgrade that automatically charges fees for all transactions may decrease demand for bitcoin and prevent
the expansion of the bitcoin network to retail merchants and commercial businesses, resulting in a reduction in the price of bitcoin that
could adversely impact an investment in our securities.
In order to incentivize miners to continue to
contribute to the Bitcoin network, the Bitcoin network may either formally or informally transition from a set reward to transaction fees
earned upon solving a block. This transition could be accomplished by miners independently electing to record in the blocks they
solve only those transactions that include payment of a transaction fee. If transaction fees paid for bitcoin transactions become
too high, the marketplace may be reluctant to accept bitcoin as a means of payment and existing users may be motivated to switch from
bitcoin to another cryptocurrency or to fiat currency. Decreased use and demand for Bitcoin may adversely affect its value and result
in a reduction in the price of bitcoin and the value of our securities.
Cryptocurrency inventory, including that
maintained by or for us, may be exposed to cybersecurity threats and hacks.
As with any computer code generally, flaws in
cryptocurrency codes may be exposed by malicious actors. Cryptocurrencies are held in software wallets, which may be subject to
cyberattacks. Several errors and defects have been found previously, including those that disabled some functionality for users
and exposed users’ information. Exploitations of flaws in the source code that allow malicious actors to take or create money
have previously occurred. If a malicious actor or botnet (a volunteer or hacked collection of computers controlled by networked
software coordinating the actions of the computers) obtains control of more than 50% of the processing power on a distributed ledger network,
such actor or botnet could manipulate the network to adversely affect the associated cryptocurrency and its users. If a malicious actor
or botnet obtains a majority of the processing power dedicated to mining a cryptocurrency, it may be able to alter the distributed ledger
network on which transactions of cryptocurrency reside and rely by constructing fraudulent blocks or preventing certain transactions from
completing in a timely manner, or at all.
Despite our efforts and processes to prevent breaches,
our devices, as well as our servers, computer systems and those of third parties that we use in our operations, are vulnerable to cyber
security risks, including cyber-attacks such as viruses and worms, phishing attacks, denial-of-service attacks, physical or electronic
break-ins, employee theft or misuse, and similar disruptions from unauthorized tampering with our servers and computer systems or those
of third parties that we use in our operations. Such events could have a material adverse effect on our ability to continue as a
going concern or to pursue our new strategy at all, which could have a material adverse effect on our business, prospects or operations
and potentially the value of any bitcoin or other cryptocurrencies we mine or otherwise acquire or hold for our own account.
It may be illegal now, or in the future,
to acquire, own, hold, sell or use Bitcoin or other cryptocurrencies, participate in the blockchain or utilize similar digital assets
in one or more countries, the ruling of which would adversely affect us.
Although currently Bitcoin and other cryptocurrencies,
the blockchain and digital assets generally are not regulated or are lightly regulated in most countries, including the United States,
one or more countries such as China and Russia may take regulatory actions in the future that could severely restrict the right to acquire,
own, hold, sell or use these digital assets or to exchange for fiat currency. Such restrictions may adversely affect us. Such circumstances
would have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have
a material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect
to acquire for our own account and harm investors.
If regulatory changes or interpretations
require the regulation of bitcoins or other digital assets under the securities laws of the United States or elsewhere, including the
Securities Act, the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the Investment Company Act of 1940,
as amended, or similar laws of other jurisdictions and interpretations by the SEC, the Commodity Futures Trading Commission (“CFTC”),
the Internal Revenue Service (“IRS”),, Department of Treasury or other agencies or authorities, we may be required to register
and comply with such regulations, including at a state or local level. To the extent that we decide to continue operations, the required
registrations and regulatory compliance steps may result in extraordinary expense or burdens to us. We may also decide to cease certain
operations. Any disruption of our operations in response to the changed regulatory circumstances may be at a time that is disadvantageous
to us.
Current and future legislation and SEC and CFTC
rulemaking and other regulatory developments, including interpretations released by a regulatory authority, may impact the manner in which
bitcoin or other cryptocurrencies are viewed or treated for classification and clearing purposes. In particular, bitcoin and other cryptocurrencies
may not be excluded from the definition of “security” by SEC rulemaking or interpretation requiring registration of all transactions,
unless another exemption is available, including transacting in bitcoin or cryptocurrency amongst owners and require registration of trading
platforms as “exchanges”. We cannot be certain as to how future regulatory developments will impact the treatment of bitcoin
and other cryptocurrencies under the law. If we determine not to comply with such additional regulatory and registration requirements,
we may seek to cease certain of our operations in this business segment or be subjected to fines, penalties and other governmental action.
Any such action may adversely affect an investment in us. Such circumstances would have a material adverse effect on our ability to continue
as a going concern or to pursue this segment at all, which would have a material adverse effect on our business, prospects or operations
and potentially the value of any cryptocurrencies we hold or expect to acquire for our own account and harm investors.
Lack of liquid markets, and possible manipulation
of blockchain/cryptocurrency-based assets may adversely affect us.
Digital assets that are represented and trade
on a ledger-based platform may not necessarily benefit from viable trading markets. Stock exchanges have listing requirements and vet
issuers, requiring them to be subjected to rigorous listing standards and rules and monitoring investors transacting on such platform
for fraud and other improprieties. These conditions may not necessarily be replicated on a distributed ledger platform, depending on the
platform’s controls and other policies. The more lax a distributed ledger platform is about vetting issuers of digital assets or
users that transact on the platform, the higher the potential risk for fraud or the manipulation of digital assets. These factors may
decrease liquidity or volume, or increase volatility of digital securities or other assets trading on a ledger-based system. Such circumstances
may have a material adverse effect on our ability to continue as a going concern or to pursue this segment at all, which would have a
material adverse effect on our business, prospects or operations and potentially the value of any cryptocurrencies we hold or expect to
acquire for our own account and harm investors.
If federal or state legislatures or agencies
initiate or release tax determinations that change the classification of bitcoins as property for tax purposes (in the context of when
such bitcoins are held as an investment), such determination could have a negative tax consequence on our Company or our shareholders.
Current IRS guidance indicates that digital assets
such as Bitcoin should be treated and taxed as property, and that transactions involving the payment of Bitcoin for goods and services
should be treated as barter transactions. While such treatment would create a potential tax reporting requirement for any circumstance
where the ownership of bitcoin passes from one person to another, usually by means of bitcoin transactions (including off-blockchain transactions),
it preserves the right to apply capital gains treatment to those transactions. Any change to such tax treatment may adversely affect an
investment in our Company.
Our dependence on third-party software and personnel may leave
us vulnerable to price fluctuations and rapidly changing technology.
Competitive conditions within the cryptocurrency
industry require that we use sophisticated technology in the operation of our future cryptocurrency mining business segment. We
plan to utilize third-party software applications in our mining operations. Further, we that some of our operations may be conducted
through collaboration with software providers. The industry for blockchain technology is characterized by rapid technological changes,
new product introductions, enhancements and evolving industry standards. New technologies, techniques or products could emerge that
might offer better performance than the software and other technologies we plan to utilize, and we may have to manage transitions to these
new technologies to remain competitive. We may not be successful, generally or relative to our competitors in the cryptocurrency
industry, in timely implementing new technology into our systems, or doing so in a cost-effective manner. During the course of implementing
any such new technology into our operations, we may experience the system interruptions and failures discussed above. Furthermore,
there can be no assurances that we will recognize, in a timely manner or at all, the benefits that we may expect as a result of our implementing
new technology into our operations.
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common stock
by the selling stockholders. Any proceeds we receive from the exercise of the warrants will be used for expansion of our cryptocurrency
mining operations, potential acquisitions and general corporate and working capital or for other purposes that the Board, in its good
faith, deems to be in the best interest of the Company. No assurances can be given that any of such warrants will be exercised or exercised
for cash.
DETERMINATION OF OFFERING PRICE
The selling stockholders will offer common stock at the prevailing
market prices or a privately negotiated price as it may determine from time to time.
The offering price of our common stock to be sold by the selling stockholders
does not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established
criteria of value. The facts considered in determining the offering price were our financial condition and prospects, our limited operating
history and the general condition of the securities market.
In addition, there is no assurance that our common stock will trade
at market prices in excess of the offering price as prices for common stock in any public market will be determined in the marketplace
and may be influenced by many factors, including the depth and liquidity.
SELLING STOCKHOLDERS
The shares of common stock being offered by the selling shareholders
are those previously issued to the selling shareholders, and those issuable to the selling shareholders, upon exercise of the warrants.
For additional information regarding the issuances of those shares of common stock and warrants, see “Private Placement of Shares
of Common Stock and Warrants” above. We are registering the shares of common stock in order to permit the selling shareholders to
offer the shares for resale from time to time. Except for the ownership of the shares of common stock and the warrants, the selling shareholders
have not had any material relationship with us within the past three years.
The table below lists the selling shareholders
and other information regarding the beneficial ownership of the shares of common stock by each of the selling shareholders. The second
column lists the number of shares of common stock beneficially owned by each selling shareholder, based on its ownership of the shares
of common stock and warrants, as of November 12, 2021, assuming exercise of the warrants held by the selling shareholders on that date,
without regard to any limitations on exercises.
The third column lists the shares of common stock
being offered by this prospectus by the selling shareholders.
In accordance with the terms of the Registration Rights Agreement with
the selling shareholders, this prospectus generally covers the resale of the sum of (i) the number of shares of common stock issued to
the selling shareholders in the “Private Placement of Shares of Common Stock and Warrants” described above and (ii) the maximum
number of shares of common stock issuable upon exercise of the related warrants, determined as if the outstanding warrants were exercised
in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of
the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in the registration
right agreement, without regard to any limitations on the exercise of the warrants. The fourth column assumes the sale of all of the shares
offered by the selling shareholders pursuant to this prospectus.
Under the terms of the warrants and other warrants
held by selling shareholders, a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling
shareholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would
exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such exercise, excluding for purposes of such determination
shares of common stock issuable upon exercise of such warrants which have not been exercised. The number of shares in the second and fourth
columns do not reflect this limitation. The selling shareholders may sell all, some or none of their shares in this offering. See “Plan
of Distribution.”
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Name of Selling Shareholder
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Number of shares of Common Stock Beneficially Owned Prior to Offering
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Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus
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Number of shares of Common Stock Beneficially Owned After Offering
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Percentage of shares of Common Stock Beneficially Owned After Offering(1)
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Armistice Capital Master Fund Ltd.(2)
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7,737,845
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7,737,845
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(3)
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--
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--
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%
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Sabby Volatility Warrant Master Fund, Ltd.(4)
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727,274
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727,274
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--
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--
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Cavalry Fund I LP(5)
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222,516
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(6)
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222,516
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|
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--
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|
|
|
--
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Cavalry Special Ops Fund LLC(7)
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222,516
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(8)
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222,516
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|
|
|
--
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|
|
|
--
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|
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Noam Rubinstein(9)
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418,275
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(10)
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418,275
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|
|
--
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|
|
|
--
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Intracoastal Capital LLC(11)
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390,386
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(12)
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390,386
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|
|
|
--
|
|
|
|
--
|
|
|
Michael Vasinkevich (9)
|
|
|
286,834
|
(13)
|
|
|
286,834
|
|
|
|
--
|
|
|
|
--
|
|
|
Craig Schwabe(9)
|
|
|
100,084
|
(14)
|
|
|
286,834
|
|
|
|
--
|
|
|
|
--
|
|
|
Charles Worthman(9)
|
|
|
4,473
|
(15)
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4,473
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(1) Based on 10,772,393 shares outstanding as of November 15, 2021.
(2) The securities reported herein are held by Armistice
Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be indirectly beneficially
owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven
Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities
except to the extent of their respective pecuniary interests therein. The address of the Master Fund is c/o Armistice Capital, LLC,
510 Madison Ave, 7th Floor, New York, NY 10022.
(3) Consists of 1,060,000 Shares, 2,576,364 shares
of Common Stock underlying a Prefunded Warrant, 3,636,634 shares of Common Stock underlying a Warrant, and 465,117 shares of Common Stock
underlying a warrant with an exercise price of $5.42 held by the Master Fund. All of the aforementioned warrants, including the Prefunded
Warrant, are subject to certain beneficial ownership limitations that prohibit the Master Fund from exercising any portion of them if
such exercise would result in the Master Fund owning a percentage of our outstanding common stock exceeding the applicable ownership limitation
after giving effect to the issuance of common stock in connection with the Master Fund’s exercise of any portion of a warrant.
(4) Sabby Management, LLC is the investment manager
of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As
manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund,
Ltd. The address of the Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Management, LLC, 10 Mountainview Road, Suite 205, Upper
Saddle River, NJ 07458. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to
the extent of their pecuniary interest therein.
(4) Sabby Management, LLC is the investment manager
of Sabby Volatility Warrant Master Fund, Ltd. and shares voting and investment power with respect to these shares in this capacity. As
manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby Volatility Warrant Master Fund,
Ltd. The address of the Sabby Volatility Warrant Master Fund, Ltd. is c/o Sabby Management, LLC, 10 Mountainview Road, Suite 205, Upper
Saddle River, NJ 07458. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to
the extent of their pecuniary interest therein.
(5) Thomas Walsh, manager of Cavalry Fund I LP,
has sole voting and dispositive power over the securities held by Cavalry Fund I LP. The selling stockholder’s address is 82 East
Allendale Road, Suite 5B, Saddle River, New Jersey 07458.
(6) Consists of (a) 90,909 Shares and 90,909 shares
of Common Stock underlying a Warrant, in each case, issued on November 5, 2021 and held by Cavalry Fund I LP and (b) 40,698 shares of
Common Stock underlying a warrant with an exercise price of $5.42 issued on August 23, 2021 and held by Cavalry Fund I LP.
(7) Thomas Walsh, manager of Cavalry Special Ops
Fund LLC, has sole voting and dispositive power over the securities held by Cavalry Special Ops Fund LLC. The selling stockholder’s
address is 82 East Allendale Road, Suite 5B, Saddle River, New Jersey 07458.
(8) Consists of (a) 90,909 Shares and 90,909 shares
of Common Stock underlying a Warrant, in each case, issued on November 5, 2021 and held by Cavalry Special Ops Fund LLC and (b) 40,698
shares of Common Stock underlying a warrant with an exercise price of $5.42 issued on August 23, 2021 and held by Cavalry Special Ops
Fund LLC
(9) The business address of each of Noam Rubinstein,
Michael Vasinkevich, Craig Schwabe and Charles Worthman is c/o H.C. Wainwright & Co., LLC, 430 Park Ave, 3rd Floor, New York, NY 10022.
(10)
Consists of (a) 181,181 Shares, 181,181 shares of Common Stock underlying a Warrant and 42,614 shares of Common Stock underlying a Placement
Agent Warrant, in each case, issued on November 5, 2021 and held by Mr. Rubinstein and (b) 13,299 shares of Common Stock underlying another
warrant issued on August 23, 2021 and held by Mr. Rubinstein..
(11) Mitchell P. Kopin (“Mr. Kopin”)
and Daniel B. Asher (“Mr. Asher”), each of whom are managers of Intracoastal Capital LLC (“Intracoastal”), have
shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of
Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of the Exchange Act) of the securities
reported herein that are held by Intracoastal. The address of Intracoastal is 245 Palm Trail, Delray Beach, FL 33483.
(12) Consists of (a) 181,181 Shares and 181,181
shares of Common Stock underlying a Warrant, in each case, issued on November 5, 2021 and held by Intracoastal and (b) 26,750 shares of
Common Stock underlying a warrant held by Intracoastal.
(13) Consists of 218,608 shares of Common Stock underlying a Placement
Agent Warrant issued on November 5, 2021 and 68,226 shares of Common Stock underlying another warrant issued on August 23, 2021, in each
case, held by Mr. Vasinkevich.
(14) Consists of 76,278 shares of Common Stock underlying a Placement
Agent Warrant issued on November 5, 2021 and 23,806 shares of Common Stock underlying another warrant issued on August 23, 2021, in each
case, held by Mr. Schwabe.
(15) Consists of 3,409 shares of Common Stock underlying a Placement
Agent Warrant issued on November 5, 2021 and 1,064 shares of Common Stock underlying another warrant issued on August 23, 2021, in each
case, held by Mr. Worthman.
PLAN OF DISTRIBUTION
Each selling stockholder of the securities and any of their pledgees,
assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the principal Trading
Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales
may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:
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ordinary brokerage transactions and transactions in which
the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell
the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
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an exchange distribution in accordance with the rules of
the applicable exchange;
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privately negotiated transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the selling
stockholders to sell a specified number of such securities at a stipulated price per security;
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through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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The selling stockholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under
this prospectus.
Broker-dealers engaged by
the selling stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in
compliance with FINRA Rule 2121.
In connection with the sale of the securities or interests therein,
the selling stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage
in short sales of the securities in the course of hedging the positions they assume. The selling stockholders may also sell securities
short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn
may sell these securities. The selling stockholders may also enter into option or other transactions with broker-dealers or other financial
institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution
of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this
prospectus (as supplemented or amended to reflect such transaction).
The selling stockholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) the date on which the securities may be resold by the selling stockholders without registration and
without regard to any volume or manner-of-sale limitations by reason of Rule 144 under the Securities Act, without the requirement for
the Company to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar
effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule
of similar effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities covered hereby may not be sold unless they have been registered
or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied
with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the resale securities may not simultaneously engage in market making activities with respect to
the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition,
the selling stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including
Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholders or any other person. We
will make copies of this prospectus available to the selling stockholders and have informed them of the need to deliver a copy of this
prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
EXPERTS
The consolidated financial
statements of The OLB Group, Inc. as of and for the year ended December 31, 2020 appearing in The OLB Group, Inc.’s Annual Report
(Form 10-K) for the year ended December 31, 2020 have been audited by Daszkal Bolton LLP, an independent registered public accounting
firm, as set forth in their report thereon, included therein, and incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and auditing.
The consolidated financial
statements of The OLB Group, Inc. as of and for the year ended December 31, 2019 appearing in The OLB Group, Inc.’s Annual Report
(Form 10-K) for the year ended December 31, 2020 have been audited by Marcum LLP, an independent registered public accounting firm, as
set forth in their report thereon. Such consolidated financial statements are incorporated herein by reference in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
Ellenoff Grossman & Schole
LLP, New York, New York, will pass upon the validity of the securities offered hereby.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act
and, in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by
us with the SEC are also available on our website at www.olb.com. Our website is not a part of this prospectus and is not incorporated
by reference in this prospectus.
This prospectus is part of
a registration statement we filed with the SEC. This prospectus omits some information contained in the registration statement in accordance
with SEC rules and regulations. You should review the information and exhibits in the registration statement for further information about
us and our consolidated subsidiaries and the securities we are offering. Statements in this prospectus concerning any document we filed
as an exhibit to the registration statement or that we otherwise filed with the SEC are not intended to be comprehensive and are qualified
by reference to these filings. You should review the complete document to evaluate these statements.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate
by reference much of the information we file with the SEC, which means that we can disclose important information to you by referring
you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part
of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and
those future filings may modify or supersede some of the information included or incorporated in this prospectus. This means that you
must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any
document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents
listed below (File No. 000-52994) and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934, as amended, or the Exchange Act (in each case, other than those documents or the portions of those documents not
deemed to be filed) between the date of the initial registration statement and the effectiveness of the registration statement and following
the effectiveness of the registration statement until the offering of the securities under the registration statement is terminated or
completed:
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Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed on March 30, 2021.
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Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 as filed with the SEC on May 13, 2021.
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Quarterly Report on Form 10-Q for the quarter ended June 30, 2021 as filed with the SEC on August 12, 2021.
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Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 as filed with the SEC on November 12, 2021.
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Current Reports on Form 8-K filed on each of March
12, 2021, April
5, 2021, May 18,
2021, August 3,
2021,August 3, 2021, August
26, 2021, September
20, 2021, November
3, 2021 and November 8, 2021.
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Definitive Proxy statement filed on August 31, 2021.
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The description of our common stock contained in our Registration Statement on Form 8-A filed on August 6, 2020, including any amendments or reports filed for the purpose of updating such description.
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You may request a copy of
these filings, at no cost, by writing or telephoning us at the following address or telephone number:
The OLB Group, Inc.
Attn: Corporate Counsel
200 Park Avenue, Suite 1700
New York, NY 10166
(212) 278-0900
10,084,727 Shares of Common Stock
PROSPECTUS
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below are estimates
(except in the case of the Securities and Exchange Commission, or SEC registration fees) of the amount of fees and expenses to be incurred
in connection with the issuance and distribution of the offered securities, other than underwriting discounts and commissions.
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SEC registration fee
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$
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5,132
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Accounting services
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5,000
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Legal fees of registrant’s counsel
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25,000
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Transfer agent’s fees and expenses
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700
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Total
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35,832
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Item 15. Indemnification of Directors
and Officers.
Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person
in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of
such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the Delaware General Corporation
Law also provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action may be paid
by a corporation in advance of the final disposition of an action if the director or officer undertakes to repay the advanced amounts
if it is determined such person is not entitled to be indemnified by the corporation. The Delaware General Corporation Law provides that
Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise. Our amended and restated bylaws provide that, to the fullest extent permitted by
law, we shall indemnify and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved in
any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of
the fact that such person, or the person for whom he is the legally representative, is or was a director or officer of ours, against all
liabilities, losses, expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such proceeding.
Section 102(b)(7) of the Delaware
General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation shall
not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful
stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal
benefit.
Our certificate of incorporation
provides that we shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon request
shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed
action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such person is
or was or has agreed to be a director or officer of ours or while a director or officer is or was serving at our request as a director,
officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, against expenses (including attorneys’ fees and expenses), judgments, fines, penalties and
amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit, proceeding
or claim; provided, however, that the foregoing shall not require us to indemnify or advance expenses to any person in connection with
any action, suit, proceeding or claim initiated by or on behalf of such person or any counterclaim against us initiated by or on behalf
of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote
of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any person
seeking indemnification shall be deemed to have met the standard of conduct required for such indemnification unless the contrary shall
be established. Any repeal or modification of our certificate of incorporation shall not adversely affect any right or protection of a
director or officer of ours with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.
Our bylaws provide we shall,
to the fullest extent permitted under the laws of the State of Delaware, as amended and supplemented from time to time, indemnify each
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that such party is or was, or has agreed to become, a director
or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee of, or in a similar
capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan, or by
reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such party or on such party’s behalf in connection with
such action, suit or proceeding and any appeal therefrom.
Expenses incurred by such
a person in defending a civil or criminal action, suit or proceeding by reason of the fact that such person is or was, or has agreed to
become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee
benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity shall be paid by us in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified by us as authorized by relevant sections of the Delaware
General Corporation Law. Notwithstanding the foregoing, we shall not be required to advance such expenses to a person who is a party to
an action, suit or proceeding brought by us and approved by a majority of our Board that alleges willful misappropriation of corporate
assets by such person, disclosure of confidential information in violation of such person’s fiduciary or contractual obligations
to us or any other willful and deliberate breach in bad faith of such person’s duty to us or our stockholders.
We shall not indemnify any such person seeking indemnification in connection
with a proceeding (or part thereof) initiated by such person unless the initiation thereof was approved by our Board.
The indemnification rights
provided in our amended and restated bylaws shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities
and as to action in another capacity while holding such office, continue as to such person who has ceased to be a director or officer,
and inure to the benefit of the heirs, executors and administrators of such a person.
If the Delaware General Corporation
Law is amended to expand further the indemnification permitted to indemnitees, then we shall indemnify such persons to the fullest extent
permitted by the Delaware General Corporation Law, as so amended.
We may, to the extent authorized
from time to time by our Board, grant indemnification rights to other employees or agents of ours or other persons serving us and such
rights may be equivalent to, or greater or less than, those set forth in our amended and restated bylaws.
Our obligation to provide
indemnification under our amended and restated bylaws shall be offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by us or any other person.
To assure indemnification
under our amended and restated bylaws of all directors, officers, employees or agents who are determined by us or otherwise to be or to
have been “fiduciaries” of any employee benefit plan of ours that may exist from time to time, Section 145 of the Delaware
General Corporation Law shall, for the purposes of our amended and restated bylaws, be interpreted as follows: an “other enterprise”
shall be deemed to include such an employee benefit plan, including without limitation, any plan of ours that is governed by the Act of
Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; we shall be deemed to have
requested a person to serve an employee benefit plan where the performance by such person of his duties to us also imposes duties on,
or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; and excise taxes assessed on
a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”
Our bylaws shall be deemed
to be a contract between us and each person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was, or
has agreed to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any
employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, at any time while this by-law
is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state
of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.
The indemnification provision
of our amended and restated bylaws does not affect directors’ responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.
We may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee of ours, or is or was serving at our request as a director,
officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not we would have the power to indemnify
him against liability under the provisions of this section. We currently maintain such insurance.
The right of any person to
be indemnified is subject to our right, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at our expense
of by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim
for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered herewith, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 16. Exhibits.
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Exhibit No.
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3.1
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Certificate of Incorporation of The OLB Group, Inc., as amended (incorporated by reference to Exhibit 3.1 of our Registration Statement on Form S-1 (File No. 333- 232368) filed with the Securities and Exchange Commission on December 18, 2019)
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3.2
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Amended and Restated By-Laws of The OLB Group, Inc. (incorporated by reference to Exhibit 3.2 of our Registration Statement on Form S-1 (File No. 333- 232368) filed with the Securities and Exchange Commission on January 17, 2020)
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4.1
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Form of Common Warrant (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2021)
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4.2
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Form of Prefunded Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2021)
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5.1
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Opinion of Ellenoff Grossman & Schole LLP
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10.1
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Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2021)
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10.2
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Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2021)
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23.1
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Consent of Daszkal Bolton LLP, independent registered public accounting firm for The OLB Group, Inc.
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23.2
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Consent of Marcum LLP
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23.3
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Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
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24.1
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Powers of Attorney (included in the signature pages to the Registration Statement)
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(2) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(3) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) If the registrant is
relying on Rule 430B:
(A) Each prospectus filed
by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus
was deemed part of and included in the registration statement; and
(B) Each prospectus required
to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the
Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form
of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the
prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which
that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii) If the registrant is
subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other
than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed
by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on November 17, 2021.
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THE OLB GROUP, INC.
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By:
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/s/ Ronny Yakov
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Name:
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Ronny Yakov
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Title:
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Chief Executive Officer
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Pursuant to the requirements
of the Securities Act, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Ronny Yakov
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President, Chief Executive Officer and
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November 17, 2021
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Ronny Yakov
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Chairman of the Board of Directors
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(Principal Executive Officer)
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/s/ Rachel Boulds
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Chief Financial Officer
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November 17, 2021
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Rachel Boulds
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(Principal Financial Officer and
Principal Accounting Officer)
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SIGNATURES AND POWER OF ATTORNEY
We, the undersigned officers
and directors of The OLB Group, Inc., hereby severally constitute and appoint Ronny Yakov, Rachel Boulds and Patrick Smith, and each of
them singly, our true and lawful attorneys with full power to any of them, and to each of them singly, to sign for us and in our names
in the capacities indicated below the Registration Statement on Form S-3 filed herewith and any and all amendments (including post-effective
amendments) to said Registration Statement, and any registration statement filed pursuant to Rule 462 under the Securities Act of
1933, as amended, in connection with said Registration Statement, and to file or cause to be filed the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, and generally to do all such things in our name
and on our behalf in our capacities as officers and directors to enable The OLB Group, Inc. to comply with the provisions of the Securities
Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming all that said
attorneys, and each of them, or their substitute or substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and
on the dates indicated.
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Signature
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Title
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Date
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/s/ Ronny Yakov
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President and Chief Executive Officer, and Director
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November 17, 2021
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Ronny Yakov
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(Principal Executive Officer)
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/s/ Rachel Boulds
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Chief Financial Officer and Treasurer
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November 17, 2021
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Rachel Boulds
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(Principal Financial and Accounting Officer)
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/s/ Alina Dulimof
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Director
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November 17, 2021
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Alina Dulimof
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/s/ Ehud Ernst
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Director
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November 17, 2021
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Ehud Ernst
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/s/ Amir Sternhell
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Director
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November 17, 2021
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Amir Sternhell
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II-7
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