8-K
Olb Group, Inc. (OLB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) ofthe Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 20, 2020
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-52994 | 13-4188568 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 200 Park Avenue, Suite 1700, New York, NY | 10166 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
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:
| o | Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| o | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| o | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| o | Pre-commencement<br>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 o
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. o
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| None | N/A | N/A |
Item 8.01 Other Events.
On March 20, 2020, The OLB Group, Inc. (“we,” “us,” “our,” and the “Company”) issued a press release relating to the Company’s response to the outbreak in the United States of the novel coronavirus, COVID-19. As noted in the press release, the full text of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, the Company has enacted and is continuing to take the following measures in response to the pandemic:
| · | The Company is working with merchants<br>to address potential changes to the purchase patterns of consumers. |
|---|---|
| · | The Company is focusing on servicing merchants<br>that sell products with an extended delivery time frame, that have products that are paid for in advance, and that work in the<br>catering, ticketing, limo and travel related businesses which have been directly impacted by the social distancing requirement<br>of the pandemic. |
| --- | --- |
| · | For those of the Company’s employees<br>that are able to perform their job remotely, the Company has implemented a “remote work” policy and provided employees<br>with the technology necessary to do continue to do their jobs from home and for those employees that are unable to perform their<br>job from a remote location, the Company has taken steps to ensure appropriate distancing and added sanitizing stations along with<br>requiring frequent hand washing and work station cleaning. |
| --- | --- |
Notwithstanding the foregoing measures that the Company has put into place and that the audit of the Company’s year-end numbers is in process, the Company has determined that it will need to delay its filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”) as a result of the outbreak of COVID-19 in order to complete its internal and external review of the Annual Report. In accordance with the order (the “Order”) promulgated by the Securities and Exchange Commission on March 25, 2020 in Release No. 34-88465 relating to the Securities Exchange Act of 1934, as amended, the Company will file its Annual Report within 45 calendar days of the date of this current report, though the Company expects to file its Annual Report on or about April 30, 2020.
The Company is unable to file the Annual Report in a timely manner because the Company’s offices in the New York and Atlanta areas, including the location of the Company’s corporate headquarters, are currently experiencing a significant impact from the coronavirus outbreak in the United States. Specifically, the Company has been following the recommendations of local government and health authorities to minimize exposure risk for its employees for the past several weeks, including having employees work remotely, and, as a result, the Annual Report will not be completed by the filing deadline, due to insufficient time to facilitate the internal and external review process. Below are two risk factors regarding the coronavirus that the Company’s stockholders and potential investors in the Company should consider with respect to the year ended December 31, 2020. These risk factors should be read together with the rest of the Company’s risk factors presented on its reports filed with the Securities and Exchange Commission.
The Company’s financialcondition and results of operations for 2020 next fiscal year may be adversely affected by the recent COVID-19 virusoutbreak.
The New York and Atlanta areas, including the location of the Company’s corporate headquarters and its operations business, are currently experiencing significant impact from the coronavirus outbreak in the U.S. The Company is currently following the recommendations of local health authorities to minimize exposure risk for its employees and visitors. However, the scale and scope of this pandemic is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19 and believes that its business will only suffer minimal negative impact since it is principally operated using digital platforms, there is no guarantee that the Company’s continuity plan will be successful, that the Company’s merchants will meet the number of forecasted transactions due to a change in consumer activity around point of sale purchasing resulting from the temporary closure of businesses, or that the Company’s business will not otherwise be impacted by the coronavirus.
The Company has already experienced certain disruptions to its business and disruptions may occur for the Company’s customers and merchants that may materially affect the number of transactions processed by the Company. This would result in lost sales, additional costs, or penalties, or damage to the Company’s reputation. Similarly, COVID-19 could cause a decline of in-person point of sale sales which could result in more online shopping and which could reduce demand for the Company’s products. The extent to which COVID-19 or any other health epidemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition and prospects.
1
Global economic,political and other conditions may adversely affect trends in consumer, business and government spending, which may adversely impactthe demand for our services and our revenue and profitability.
The financial services and payment technology industries in which we operate depend heavily upon the overall level of consumer, business and government spending. A sustained deterioration in general economic conditions (including distress in financial markets, turmoil in specific economies around the world, public health crises, and additional government intervention), particularly in the United States, or increases in interest rates in key countries in which we operate, may adversely affect our financial performance by reducing the number or average purchase amount of transactions we process. For example, as of the date of this Current Report, the recent COVID-19 coronavirus outbreak, has impacted and may continue to impact the global economy or negatively affect various aspects of our business, including reductions in the amount of consumer spending and lending which could result in a decrease in our revenue and profits. If our customers make fewer sales of products and services using in-person, electronic payments, or consumers spend less money through electronic payments, whether due to the outbreak of COVID-19 or otherwise, we will have fewer transactions to process at lower dollar amounts, resulting in lower revenue.
Adverse economic trends whether a result of the global COVID-19 outbreak or otherwise, will and may continue to accelerate the timing, or increase the impact of, risks to our financial performance. These trends could include:
| • | declining economies, foreign currency fluctuations and the pace of economic recovery<br>can change consumer spending behaviors, such as in-person purchasing, on which the majority of our revenue is dependent; |
|---|---|
| • | low levels of consumer and business confidence typically associated with recessionary<br>environments, and those markets experiencing relatively high unemployment, may result in decreased spending by credit and debit<br>cardholders; |
| --- | --- |
| • | budgetary concerns in the United States could impact consumer confidence and spending,<br>and increase the risks of operating solely in the United States; |
| --- | --- |
| • | financial institutions may restrict credit lines to cardholders or limit the issuance<br>of new cards to mitigate cardholder credit concerns; |
| --- | --- |
| • | uncertainty and volatility in the performance of our merchants’ businesses may<br>make estimates of our revenues and financial performance less predictable; |
| --- | --- |
| • | cardholders may decrease spending for value-added services we market and sell; |
| --- | --- |
| • | a weakening in the economy, either do to the global COVID-19 virus outbreak<br>or otherwise, has forced, and could continue to force merchants to close at higher than historical rates in part because many<br>of them are not as well capitalized as larger organizations, which could expose us to potential credit losses and future transaction<br>declines; and |
| --- | --- |
| • | government intervention, including the effect of laws, regulations and government<br>investments in our merchants, may have potential negative effects on our business and our relationships with our merchants or<br>otherwise alter their strategic direction away from our products and services. |
| --- | --- |
The occurrence and continuation of these trends may adversely impact the demand for our services and our revenue and profitability.
| Item 9.01 | Financial Statements and Exhibits |
|---|
(d) Exhibits
| Exhibit<br><br> <br>Number | Exhibit Description |
|---|---|
| 99.1 | Press Release Dated March 20, 2020. |
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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: March 30, 2020
| THE OLB GROUP | |
|---|---|
| By: | /s/ Ronny Yakov |
| Name:<br><br> <br>Title: | Ronny Yakov<br><br>Chief Executive Officer |
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Exhibit 99.1
The OLB Group Updates Shareholderson Risk Management Initiatives and Contactless Payments Capabilities
NEW YORK, March 20, 2020 (GLOBE NEWSWIRE) -- The OLB Group, Inc. ("OLBG," “we,” “us,” “our,” or the "Company"), a FinTech company, issues a letter to shareholders from the Company’s chief executive officer, Ronny Yakov:
Dear Fellow Shareholders,
Over the last several weeks, we have taken initiatives to minimize the risks to our business and protect our shareholders as the COVID-19 epidemic expands across the globe. Our entire team is fully committed and working diligently to support our merchants through these difficult times. Most of our merchants have contactless payment acceptance capabilities through their point of sale solutions as well as ecommerce and mobile contactless payment acceptance capabilities to eliminate the need for physical payments to help reduce the spread of the virus. The following initiatives, including an extensive business continuity plan, have been implemented:
Risk Management:
| · | Enhanced risk controls and safeguards have been put in place for merchants that sell products with an extended delivery time<br>frame, products paid in advance, catering, ticketing, limo and travel related merchants |
|---|---|
| · | For those employees that will be working from home, we have implemented a “remote work” policy and provided employees<br>with the technology necessary to do so |
| --- | --- |
| · | For those employees that require office attendance, we are taking significant steps to ensure seamless service delivery while<br>safeguarding employee health |
| --- | --- |
Contactless Payments:
| · | Most of our merchants have contactless payment acceptance capabilities through their point of sale devices from equipment manufacturers<br>such as Ingenico, PAX, Poynt and Verifone which are fully integrated into ShopFast POS SecurePay-PaymentGatewy<br>and OmniSoft platform. |
|---|---|
| · | We launched an initiative to deploy contactless payment acceptance equipment to merchants that don’t currently have it,<br>as well as integration with Apple Pay and Android pay. |
| --- | --- |
| · | Mobile contactless payment acceptance is available through ShopFast, APPs which can be downloaded from Apple’s App Store<br>and Google’s Google Play Apps. |
| --- | --- |
| · | Online ecommerce payments through shopping carts allow our merchants to sell their products and services to customers that<br>prefer to shop from the convenience of their homes. |
| --- | --- |
We will continue proactively managing the situation and providing support for our merchants moving forward, and we remain focused on our mission of building value for our shareholders as the world works its way out of this crisis. We believe that our experience, dedicated and talented staff, and our ongoing focus on our business will allow us to emerge stronger than ever. We wish our shareholders, partners, merchants, and their loved one’s good health during these difficult times.
Sincerely,
Ronny Yakov
Chief Executive Officer
The OLB Group, Inc.
About The OLB Group, Inc. (OLBG)
The OLB Group, Inc. is a commerce service provider that delivers fully outsourced private label shopping solutions to highly trafficked websites and retail locations. We provide end-to-end e-commerce, mobile and retail solutions to customers. These services include electronic payment processing, cloud-based multi-channel commerce platform solutions for small to medium-sized businesses and crowdfunding services. The Company is focused on providing these integrated business solutions to merchants throughout the United States through three wholly-owned subsidiaries, eVance, Inc., Omnisoft.io, Inc., and CrowdPay.us, Inc.
OLB Group, Inc.’s common stock is traded Over-The-Counter on the OTCQB under the stock symbol: OLBG. Additional information about the Company can be found at http://www.olb.com
All statements from The OLB Group, Inc. in this news release that are not based on historical fact are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, statements concerning our ability to implement our proprietary merchant boarding and CRM system and to roll out our Omni Commerce applications to our current merchants and the integration of our secure payment gateway with our crowd funding platform. While the Company’s management has based any forward-looking statements contained herein on its current expectations, the information on which such expectations were based may change. These forward-looking statements rely on a number of assumptions concerning future events and are subject to a number of risks, uncertainties, and other factors, many of which are outside of our control, that could cause actual results to materially differ from such statements. Such risks, uncertainties, and other factors include, but are not limited to, uncertainty regarding our ability to integrate the companies that we have recently acquired and to repay outstanding indebtedness and fund our operations. If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, our actual results may differ significantly from management’s expectations. These risks and uncertainties include those factors described in greater detail in the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2018 filed with the Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those anticipated in these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this news release, in the case of documents referred to herein, the date of those documents. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Investors & Analysts Contact:
Ronny Yakov
Chief Executive Officer
(212) 278-0900
ir@olb.com