Current Report Filing (8-k)
January 05 2022 - 6:01AM
Edgar (US Regulatory)
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0001314196
2022-01-03
2022-01-03
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xbrli:shares
iso4217:USD
xbrli:shares
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): January 3, 2022
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)
|
|
(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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☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
☐
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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
January 3, 2022, The OLB Group, Inc. (“we,” “us,” “our,” and the “Company”) entered into
and closed a share exchange agreement (“Agreement”) between the Company and all of the shareholders of Crowd Ignition, Inc.
(“Crowd Ignition”) whereby the Company purchased 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 “Shares”). The value of the 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 U.S. Securities and Exchange Commission ("SEC") to provide the services permitted under Reg CF.
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:
January 3, 2022
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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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2
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