UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 001-39435
(Check One): ☐Form 10-K ☐
Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
For Period Ended: March 31, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-K
☐ Transition Report on Form N-SAR
For the Transition Period Ended: _____________________________________
Read Instructions (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
| Full name of Registrant: |
The OLB Group, Inc. |
| Former Name, if Applicable |
N/A |
| Address of principal executive office: |
1120 Avenue of the Americas, 4th Floor |
| City State and ZIP Code: |
New York, NY 10036 |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box
if appropriate)
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(a) |
The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable. |
PART III -- NARRATIVE
The Registrant is unable to file its Form 10-Q for the three month
period ended May 31, 2026 within the prescribed time period without unreasonable effort or expense because it needs to finalize certain
disclosures and complete a final quality check. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period
provided by Exchange Act Rule 12b-25.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification:
| Ronny Yakov |
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+ (212) 278-0900 |
| Name |
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Telephone Number |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
☒ Yes ☐ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
☐Yes ☒
No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Disclosures About Forward-Looking Statements
This Current Report on Form 12b-25 contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995 and such statements are intended to be covered by the safe
harbor provided by the same. These statements are based on the current beliefs and expectations of the Company’s management and
are subject to significant risks and uncertainties. The above statements regarding the correction of the immaterial errors in the Company’s
unissued financial statements related to the accounting treatment of the Warrants, as well as the effect of the revision on any subsequent
periodic SEC filings, constitute forward-looking statements that are based on the Company’s current expectations. Because these
forward-looking statements involve risks and uncertainties, there are important factors that could cause future events to differ materially
from those in the forward-looking statements, many of which are outside of the Company’s control. These factors include, but are
not limited to, a variety of risk factors affecting the Company’s business and prospects, see “Risk Factors” in the
Company’s annual, quarterly reports and subsequent reports filed with the SEC, as amended from time to time. The Company does not
undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the
forward-looking statements.
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The OLB Group, Inc. |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: May 15, 2026 |
/s/ Ronny Yakov |
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Ronny Yakov |
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Chief Executive Officer |
