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OLB GROUP, INC. : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Other Events, Financial Statements and Exhibits (form 8-K)

11/08/2021 | 10:13am EST

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 state laws.

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.

(d) Exhibits.

Exhibit No.   Description
99.1            Press Release, dated November 8, 2021


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Financials (USD)
Sales 2021 11,4 M - -
Net income 2021 -1,98 M - -
Net Debt 2021 8,50 M - -
P/E ratio 2021 -5,90x
Yield 2021 -
Capitalization 21,8 M 21,8 M -
EV / Sales 2021 2,66x
EV / Sales 2022 1,17x
Nbr of Employees 24
Free-Float 37,6%
Duration : Period :
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Technical analysis trends THE OLB GROUP, INC.
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Income Statement Evolution
Mean consensus BUY
Number of Analysts 2
Last Close Price 1,80 $
Average target price 12,00 $
Spread / Average Target 567%
EPS Revisions
Managers and Directors
Ronny Yakov Chairman & Chief Executive Officer
Rachel Boulds Chief Financial & BSA Compliance Officer
George Kastisiaunis Independent Director
Ehud Ernst Independent Director
Amir Sternhell Independent Director
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