SEC Form SC 13D filed by The OLB Group, Inc.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

¹ See response to Item 3 below.

SCHEDULE 13D

The class of equity security to which this statement relates is the Common Stock, $0.0001 par value (the “Common Stock”), of The OLB Group, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive office of the Issuer is 200 Park Avenue, Suite 1700, New York, NY 10166.

On November 12, 2019, the Company effected a one-for-thirty reverse stock split of its common stock (the “Reverse Split”). All shares throughout this Schedule 13D have been retroactively restated to reflect the Reverse Split.

In a series of transactions, the Reporting Person acquired (i) 3,488,033 shares of Common Stock, (ii) 1,021 shares of Series A Preferred Stock, (iii) 227,003 Series A Conversion Warrants with an exercise price of $9.00, (iv) 56,751 Series B Conversion Warrants with an exercise price of $4.50 and (v) 20,001 options to purchase common stock. The options vest and become exercisable in three (3) equal annual installments beginning on the one-year anniversary of the grant date. The options have an exercise price of $0.03 and expire in three years after each vesting date. 

For further information, see the descriptions of certain transactions in the Company’s Annual Report on Form 10-K filed with on March 30, 2021.

The information set forth in or incorporated by reference in Items 3 and 6 of this Schedule 13D is incorporated by reference in its entirety into this Item 4. 

All acquisitions by the Reporting Person of Common Stock reported herein were (a) for the purpose of providing the Issuer with working capital, and (b) for investment purposes. 

The Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D other than as a member of the Issuer’s Board of Directors. 

(a), (b) The Reporting Person may be deemed to be the beneficial owner of 3,888,564 shares of Common Stock. This includes (i) 3,478,033 shares of Common Stock, (ii) 1,021 shares of Series A Preferred Stock convertible into 113,444 shares of common stock, (iii) 227,003 Series A Conversion Warrants, (iv) 56,751 Series B Conversion Warrants and 13,667 shares of Common Stock issuable upon the exercise of vested options. This amount, constitutes 42.67% of the Common Stock of the Company, based upon 8,701,532 shares of Common Stock issued and outstanding as of October 5, 2021 plus shares of Common Stock receivable by the Reporting Person upon conversion of Class A Preferred Stock and the exercise of Class A Warrants, Class B Warrants and vested options.

The Reporting Person has the sole power to vote and dispose of all of these shares. The cover page to this Schedule 13D for the Reporting Person is incorporated by reference in its entirety into this Item 5.

(c) The Reporting Person has not effected any transaction in Shares from August 5, 2021 (the date 60 days prior to the filing of this Schedule 13D) to October 6, 2021.

(d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.

(e) Not applicable.

See the descriptions in Certain Transactions in the Company’s Annual Report on Form 10-K filed with on March 30, 2021 relating to the Reporting Person.

The following documents are incorporated by reference.

(i) Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of CrowdPay.US, Inc. filed with Form 8-K filed on May 15, 2018.

(ii) Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc. and the stockholders of OmniSoft, Inc. filed with Form 8-K filed on May 15, 2018.

(iii) Employment Agreement with Ronny Yakov filed with Form S-1 filed on June 26, 2019.

(iv) Certificate of Designations, Preferences and Rights of Series A Preferred Stock filed with Form 8-K filed on August 12, 2020.

(v) Series A Warrant Agency Agreement (including the terms of the Series A Warrant) filed with Form 8-K filed on August 12, 2020.

(vi) Series B Warrant Agency Agreement (including the terms of the Series B Warrant) filed with Form 8-K filed on August 12, 2020.

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).

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