UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction
of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer
Identification Number) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
(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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | Trading Symbol(s) | Name of each exchange on which registered | ||
Item 7.01. Regulation FD.
On July 13, 2022, The OLB Group, Inc. (the “Company”) issued a press release announcing that the Company’s Board of Directors (the “Board”) has authorized a share repurchase program, pursuant to which the Company may repurchase up to 1 million shares of its outstanding shares of common stock. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 8.01. Other Events.
On July 12, 2022, the Board authorized a share repurchase program, pursuant to which the Company may repurchase up to 1 million shares of its outstanding shares of common stock. The Board authorized the Company to purchase its common stock from time to time on a discretionary basis through open market purchases, privately negotiated transactions or other means, including trading plans intended to qualify under Rule 10b5-1 of the Exchange Act, in accordance with applicable federal securities laws and other applicable legal requirements. The Company expects to fund these repurchases through existing cash balances. Decisions regarding the amount and the timing of purchases under the program will be influenced by the Company’s cash on hand, cash flows from operations, general market conditions and other factors. The Company is not obligated to acquire any particular amount of its common stock. This program has no set termination date and may be suspended or discontinued by the Board at any time.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Exhibit Description | |
| 99.1 | Press Release dated July 13, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: July 13, 2022
| THE OLB GROUP | ||
| By: | /s/ Ronny Yakov | |
| Name: | Ronny Yakov | |
| Title: | Chief Executive Officer | |
2
Exhibit 99.1
OLB Group Authorizes Share Repurchase Program
NEW YORK, July 13, 2022 (GLOBE NEWSWIRE) — The OLB Group, Inc., (NASDAQ:OLB), a diversified Fintech eCommerce merchant services provider and cryptocurrency mining enterprise, announced today that its Board of Directors has authorized a share repurchase program of up to 1,000,000 shares of its outstanding shares of common stock.
Ronny Yakov, CEO of OLB Group, said, “Our Board of Directors has authorized this stock buyback to exercise our financial flexibility to buy our common stock from time to time as market conditions warrant. With no outstanding corporate debt and a, historically low, market valuation of 0.4 times projected 2022 revenue of $35 million, the Company sees an opportunity to reduce its shares outstanding at very attractive valuations.”
The Board authorized the Company to purchase its common stock periodically on a discretionary basis through open-market purchases utilizing existing cash balances. The amount and timing of purchases under the share buyback program is contingent upon cash on hand, cash flows from operations, general market conditions and other factors. The program is anticipated to commence following the release of OLB’s second quarter financial statements in August. The program does not require the Company to acquire a minimum amount of its common stock, has no set termination date and may be suspended or discontinued by the Board of Directors at any time.
Other Business Updates:
| ● | No corporate debt as of March 31, 2022 |
| ● | Projects positive cash flow by end of 2022 |
| ● | $4 million cash on hand as of March 31, 2022 |
| ● | Insider Share Ownership Approximately 32% |
| ● | Diversified revenue sources (eCommerce merchant services and Bitcoin mining) |
| ● | 98% of revenue earned from profitable eCommerce operations |
| ● | Annualized revenue run rate at $36 Million vs. 2021 revenue of $9.6 Million |
| ● | As of July 7, 2022, company market valuation less than $14 Million and Price to Sales Ratio of 0.4 |
| ● | Increase in revenues projected from organic growth, acquisitions, new initiatives in crypto payments and Bitcoin mining |
| ● | eCommerce and Bitcoin mining annualized revenue run rate projected to be between $36 million and $38 million by the end of 2022 |
Future OLB Press Releases and Updates
Interested investors or shareholders can be notified of future Press releases and Industry Updates by e-mailing: [email protected]
About The OLB Group, Inc.
The OLB Group, Inc. is a diversified Fintech eCommerce merchant services provider and Bitcoin crypto mining enterprise. The Company’s eCommerce platform delivers cloud-based merchant services for a comprehensive digital commerce solution to over 10,500 merchants in all 50 states. DMint, a wholly owned subsidiary of OLB Group, is engaged in the mining of Bitcoin utilizing sustainable natural gas with an initial deployment of efficient 1,000 ASIC-based S19j Pro 96T mining computers.
For more information about The OLB Group, please visit https://www.olb.com and http://investors.olb.com
Safe Harbor Statement
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 the impact of COVID-19 on our operations and financial condition, our ability to implement our proprietary merchant boarding and CRM system and to roll out our Omni Commerce and SecurePay applications, including payment methods, to our current merchants and the integration of our secure payment gateway with our crowdfunding platform, our ability to successfully launch a cryptocurrency mining operation and our ability to earn revenue from the new operations. 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 statements regarding the expected revenue and income for operations to be generated by The OLB Group, Inc. For other factors that may cause our actual results to differ from those that are expected, see the information under the caption “Risk Factors” in the Company’s most recent Form 10-K and 10-Q filings, and amendments thereto, as well as other public filings with the SEC since such date. The Company operates in a rapidly changing and competitive environment, and new risks may arise. Accordingly, investors should not place any reliance on forward-looking statements as a prediction of actual results. The Company disclaims any intention to, and undertakes no obligation to, update or revise any forward-looking statement.
Contacts
OLB Group Investor Relations
Rick Lutz
[email protected]
(212) 278-0900 Ext. 333