OLB GROUP, INC.

DEF 14A 1 ea0202278-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

Check the appropriate box:

The OLB Group, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1120 Avenue of the Americas, Fourth Floor

New York, New York 10036

April 1, 2024

To the Stockholders of The OLB Group, Inc.:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of The OLB Group, Inc. (the “Company”) to be held virtually athttp://www.virtualshareholdermeeting.com/OLB2024 on Friday, April 26, 2024 at 10:00 a.m. Eastern Time, for the following purposes:

(1) To approve an amendment (the “Split Amendment”) to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of one-for-ten (the “Reverse Split”) and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is effected within one year of the date on which the stockholders of the Corporation approve the Reverse Stock Split).

The Board has fixed the close of business on March 28, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Special Meeting or any postponement or adjournment thereof. Accordingly, only stockholders of record at the close of business on the Record Date are entitled to notice of, and shall be entitled to vote at, the Special Meeting or any postponement or adjournment thereof.

Your vote is important. You are requested to carefully read the Proxy Statement and accompanying Notice of Special Meeting for a more complete statement of matters to be considered at the Special Meeting.

IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE READ THE PROXY STATEMENT AND PROMPTLY VOTE YOUR PROXY VIA THE INTERNET, BY TELEPHONE OR, IF YOU RECEIVED A PRINTED FORM OF PROXY IN THE MAIL, BY COMPLETING, DATING, SIGNING AND RETURNING THE ENCLOSED PROXYIN ORDER TO ASSURE REPRESENTATION OF YOUR SHARES AT THE SPECIAL MEETING. YOUR PROXY, GIVEN THROUGH THE RETURN OF THE PROXY CARD, MAY BE REVOKED PRIOR TO ITS EXERCISE BY FILING WITH OUR CORPORATE SECRETARY PRIOR TO THE SPECIAL MEETING A WRITTEN NOTICE OF REVOCATION OR A DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VIRTUALY ATTENDING THE SPECIAL MEETING AND VOTING.

IF YOU HAVE ALREADY VOTED OR DELIVERED YOUR PROXY FOR THE SPECIAL MEETING, YOUR VOTE WILL BE COUNTED, AND YOU DO NOT HAVE TO VOTE YOUR SHARES AGAIN. IF YOU WISH TO CHANGE YOUR VOTE, YOU SHOULD REVOTE YOUR SHARES.

THE PROXY STATEMENT, OUR FORM OF PROXY CARD, AND OUR FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2022 ARE AVAILABLE ON THE INTERNET ATWWW.olb.com/public-fillings OR AT THE SEC’S WEBSITE ATHTTP://WWW.SEC.GOV. YOU WILL NEED TO USE THE CONTROL NUMBER APPEARING ON YOUR PROXY CARD TO VOTE PRIOR TO OR AT THE SPECIAL MEETING.

1120 Avenue of the Americas, Fourth Floor

New York, New York 10036

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

April 1, 2024

To the Stockholders of The OLB Group, Inc.:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of The OLB Group, Inc. (the “Company”) to be held virtually athttp://www.virtualshareholdermeeting.com/OLB2024 on Friday, April 26, 2024 at 10:00 a.m. Eastern Time, for the following purposes:

(1) To approve an amendment (the “Split Amendment”) to our Certificate of Incorporation, as amended (the “Certificate of Incorporation”) to effect a reverse stock split of our issued and outstanding Common Stock at a ratio of one-for-ten (the “Reverse Split”) and with such Reverse Split to be effected at such time and date, if at all, as determined by the Board in its sole discretion (provided that it is effected within one year of the date on which the stockholders of the Corporation approve the Reverse Stock Split).

Stockholders of record of our common stock at the close of business on March 28, 2024 (the “Record Date”) will be entitled to notice of, and are cordially invited to, attend this Special Meeting and to attend any adjournment or postponement thereof. However, to assure your representation at the Special Meeting, please vote your proxy via the internet, by telephone, or, if you received a printed form of proxy in the mail, by completing, dating, signing and returning the enclosed proxy. Whether or not you expect to attend the Special Meeting, please read the Proxy Statement and then promptly vote your proxy in order to ensure your representation at the Special Meeting.

You may cast your vote by visiting http://www.proxyvote.com. You may also have access to the materials for the Special Meeting by visiting the website: www.investors.olb.com. You will need to use the control number appearing on your proxy card to vote prior to or at the Special Meeting.

Each share of common stock entitles the holder thereof to one vote and each share of Preferred Stock entitles the holder to 111.110 votes per share. A complete list of stockholders of record entitled to vote at this Special Meeting will be available for ten days before this Special Meeting at the principal executive office of the Company for inspection by stockholders during ordinary business hours for any purpose germane to this Special Meeting.

You are urged to review carefully the information contained in the enclosed proxy statement prior to deciding how to vote your shares.

This notice and the attached proxy statement are first being disseminated to stockholders on or about April 1, 2024.

BY ORDER OF THE BOARD OF DIRECTORS,

/s/ Ronny Yakov

Ronny Yakov

Chairman and Chief Executive Officer

The OLB Group, Inc.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED FOR THE APPROVAL OF AN AMNEMDENT TO THE COMPANY’S CERTIFICATE OF INCORPORATION EFFECTING THE REVERSE STOCK SPLIT.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to be Held on April 26, 2024: This Proxy Statement, along with our Annual Report on Form 10-K for the year ended December 31, 2022, is available at: http://www.olb.com/.