Item 1.01. Entry into a Material Definitive Agreement.

On November 2, 2021, The OLB Group Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain institutional accredited investors (the "Investors") pursuant to which the Company agreed to issue and sell, in a private placement (the "Private Placement"), (i) 1,878,182 shares (the "Shares") of its common stock, par value $0.0001 per share (the "Common Stock"),(ii) pre-funded warrants (the "Prefunded Warrants") exercisable for a total of up to 3,636,364 shares of Common Stock (the "Prefunded Warrant Shares") with an exercise price of $0.0001 per Prefunded Warrant Share, and (iii) warrants (the "Common Warrants") exercisable for a total of 4,545,455 shares of Common Stock (the "Common Warrant Shares" and together with the Prefunded Warrant Shares, the "Warrant Shares") with an exercise price of $6.50 per Common Warrant Share. The purchase price of each share of Common Stock and associated Common Warrant is $5.50 and the purchase price of each Prefunded Warrant and associated Common Warrant is $5.4999. Subject to certain ownership limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five year anniversary of the effective date of the initial registration statement filed under the Registration Rights Agreement (as defined below). The Prefunded Warrants are immediately exercisable upon issuance and may be exercised at any time until all of the Prefunded Warrants are exercised in full.

The closing of the offering is expected to take place on or about November 5, 2021, subject to the satisfaction of customary closing conditions. The net proceeds of the offering are estimated to be approximately $23 million, after deducting placement agent fees and other estimated offering expenses. The Company intends to use the net proceeds from the offering to invest in or acquire companies or technologies that are synergistic with or complimentary to our business, to expand and market our current products and for working capital and general corporate purposes.

In connection with the offering, the Company entered into a registration rights agreement (the "Registration Rights Agreement"), pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the "SEC") one or more registration statements to register for resale the Shares and the Warrant Shares.

The securities issued in the offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, until so registered, the securities may not be offered or sold absent registration or availability of an applicable exemption from registration.

The Company also agreed that, from the date of the Purchase Agreement until for 60 days after the effective date of the initial registration statement filed under the Registration Rights Agreement, the Company would not (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents or (ii) file any registration statement or any amendment or supplement thereto, in each case other than as contemplated under the Registration Rights Agreement. Further, until the one year anniversary of the effective date of the initial registration statement filed under the Registration Rights Agreement, the Company is prohibited from effecting or entering into an agreement to effect any issuance by the Company of Common Stock or Common Stock equivalents (or a combination of units thereof) involving a Variable Rate Transaction (as defined in the Purchase Agreement), subject to certain limited exceptions set forth in the Purchase Agreement.

Additionally, our Chief Executive Officer has agreed with the Company to be subject to a lock-up from the date of the Purchase Agreement until 60 days after the effective date of the initial registration statement filed under the Registration Rights Agreement, subject to certain permitted limited transfers during the lock-up period.

H.C. Wainwright & Co., LLC ("Wainwright") served as the exclusive placement agent for the issuance and sale of the securities pursuant to the Purchase Agreement. Wainwright will be entitled to a cash fee of 7.5% of the aggregate gross proceeds of the offering, warrants to purchase up to a number of shares of Common Stock equal to 7.5% of the Shares sold in substantially the same form as the Warrants, except that the exercise price will be 125% of the purchase price (or $6.875 per share), and the reimbursement of certain out-of-pocket expenses up to an aggregate of $100,000.

The forms of the Purchase Agreement, the Registration Rights Agreement, Prefunded Warrant and the Common Warrant are filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement, the Registration Rights Agreement, the Prefunded Warrant and the Common Warrant are subject to, and qualified in their entirety by, the full text of each such document, which is incorporated herein by reference. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell the Company's securities, and no offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.





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Item 3.02  Unregistered Sales of Equity Securities

The information contained above in Item 1.01 related to the Shares, Warrants and Warrant Shares is hereby incorporated by reference into this Item 3.02. The Shares and Warrants are being sold and, upon exercise, the Warrant Shares will be issued without registration under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors and in reliance on similar exemptions under applicable state laws.




Item 8.01 Other Events.

On November 3, 2021, the Company issued a press release announcing the Offering, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description
4.1             Form of Common Warrant
4.2             Form of Prefunded Warrant
10.1            Form of Securities Purchase Agreement
10.2            Form of Registration Rights Agreement
 99.1           Press Release, dated November 3, 2021
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)




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