Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, 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) 1,969,091 shares (the "Shares") of the Company's common stock,
par value $0.0001 per share (the "Common Stock"), (ii) pre-funded warrants (the
"Prefunded Warrants") exercisable for a total of 2,576,364 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 offering closed on
November 5, 2021 and the Company issued the Shares and executed and delivered
the Prefunded Warrants and the Common Warrants. The purchase price of each share
of Common Stock and associated Common Warrant was $5.50 and the purchase price
of each Prefunded Warrant and associated Common Warrant was $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.
From the offering, the Company received net proceeds of approximately
$22.9 million, after deducting placement agent fees and other 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
its business, to expand and market its 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 one or more registration statements to register for resale the Shares
and the Warrant Shares.
The securities issued in the offering were not 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 terms of the Purchase Agreement, the Warrants and the Registration Rights
Agreement were described in the Current Report on Form 8-K filed by the Company
on November 3, 2021.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the Shares and Warrants
is hereby incorporated by reference into this Item 3.02. The Shares and Warrants
were sold and, upon exercise, the Warrant Shares will be issued without
registration under 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
Item 8.01 Other Events.
On November 8, 2021, the Company issued a press release announcing the closing
of 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.
Exhibit No. Description
99.1 Press Release, dated November 8, 2021
© Edgar Online, source Glimpses