Current Report Filing (8-k)
November 30 2021 - 5:00PM
Edgar (US Regulatory)
0001314196
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0001314196
2021-11-24
2021-11-24
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
November 24, 2021
THE OLB GROUP, INC.
(Exact name of registrant
as specified in its charter)
Delaware
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000-52994
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13-4188568
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification Number)
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200 Park Avenue, Suite 1700, New York, NY
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10166
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (212) 278-0900
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
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 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b)
of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.0001 par value
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OLB
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Nasdaq Capital Market
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Item 1.01. Entry into a Material Definitive Agreement
On November 24, 2021, The OLB
Group, Inc. (“we,” “us,” “our,” and the “Company”) entered into an Asset Purchase Agreement
(the “Agreement”) dated as of November 24, 2021 with FFS Data Corporation (“Seller”) whereby it acquired a portfolio
of merchants in the CBD industry, along with other merchants (individually, a “Merchant” and, collectively, the “Merchants”)
utilizing financial transaction processing services (the “Purchased Assets”) conducted by Seller (the “Transaction”).
In addition to the Purchased Assets, the Company purchased customer lists, intellectual property and net revenue, residuals, rebates,
or credits relating to the Purchased Assets accruing from October 1, 2021.
The purchase price is $18 million,
with $16 million being paid at closing and $2 million being held in an escrow account and becoming payable within six (6) months after
the closing (the “Escrowed Funds”) and subject to an adjustment based on the revenue and residuals generated by the Purchased
Assets. The Escrowed Funds will be adjusted whereby, if there is an average revenue shortfall percentage of 20% or less, then the full
amount of the Escrowed Funds shall be released to Seller one year from the closing date of November 24, 2021. If the average revenue shortfall
is more than 20%, then the Escrowed Funds will be released to Seller in pro rata amounts using the percentage basis of the funds that
is more than 20%. As an illustration, if the average revenue shortfall is 30%, the Escrowed Funds shall be released to Seller in the amount
of $1,800,000.00 (using an attrition adjustment of 10%).
The Agreement contains a restrictive
covenant whereby for a period of ten (10) years from the closing, none of Seller, including its any of its principals, executives, officers,
directors, managers, employees, salespersons, or entities in which such principal has any interest, will directly or indirectly (i) induce,
attempt to induce, interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship, solicit, market
to, endeavor to obtain as a customer, or contract with any Merchant in order to provide services to such Merchant in competition with
the Company; or (ii) solicit or interfere with, disrupt or attempt to disrupt any past, present or prospective business relationship,
contractual or otherwise any person or entity that is a party to any contract assigned to the Company to terminate its contractual or
business relationship with the Company.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: November 30, 2021
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THE OLB GROUP
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By:
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/s/ Ronny Yakov
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Name:
Title:
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Ronny Yakov
Chief Executive Officer
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