The OLB Group files Form 12b-25 for late 10-Q

The OLB Group, Inc. filed a Form 12b-25 notifying the SEC that it could not timely file its quarterly report on Form 10-Q for the three-month period ended May 31, 2026.

Rhea-AI Filing Summary

The OLB Group, Inc. filed a Form 12b-25 notifying the SEC that it could not timely file its quarterly report on Form 10-Q for the three-month period ended May 31, 2026. The company states it needs to finalize certain disclosures and complete a final quality check and anticipates filing within the five-day grace period provided by Exchange Act Rule 12b-25.

The notice also references corrections to immaterial errors related to the accounting treatment of the Warrants and includes standard forward-looking statements about uncertainties. The notification was signed by CEO Ronny Yakov on May 15, 2026.

Insights

SEC Compliance Counsel

NT 10-Q: routine late-filing notice; plans to use Rule 12b-25 five-day relief.

The filing is a formal Rule 12b-25 notification stating the registrant needs time to finalize disclosures and quality-check its Form 10-Q for the period ended May 31, 2026. It expressly cites reliance on the five-day grace period under Exchange Act Rule 12b-25.

Key procedural items to watch in subsequent filings include whether the 10-Q is filed within the stated five-day window and whether the company provides an explanation of the immaterial warrant accounting corrections in the eventual 10-Q.

Accounting Analyst

References immaterial warrant accounting errors; company plans corrective disclosures.

The notice mentions corrections to immaterial errors concerning the accounting treatment of the company’s Warrants. The language frames those corrections as forward-looking and subject to customary risks and uncertainties.

Analysts should review the finalized Form 10-Q for the detailed accounting adjustments and any updated footnotes or disclosures once filed.

Key Figures

Quarter covered: Three-month period ended May 31, 2026 Grace period: Five calendar days Notification signed: May 15, 2026 +1 more

4 metrics

Quarter covered Three-month period ended May 31, 2026 Subject Form 10-Q period

Grace period Five calendar days Exchange Act Rule 12b-25 relief window

Notification signed May 15, 2026 Signature date by CEO Ronny Yakov

Accounting issue Immaterial errors related to Warrants Described in forward-looking disclosures

Key Terms

Rule 12b-25, Form 12b-25, Warrants

3 terms

Rule 12b-25 regulatory

"anticipates that it will file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 12b-25 regulatory

"FORM 12b-25 NOTIFICATION OF LATE FILING"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Warrants financial

"correction of the immaterial errors in the Company’s unissued financial statements related to the accounting treatment of the Warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did OLB (OLB) file a Form 12b-25?

OLB filed Form 12b-25 because it needs to finalize certain disclosures and complete a final quality check before its Form 10-Q for the period ended May 31, 2026. The company expects to use the five-day grace period under Rule 12b-25.

When does OLB expect to file the delayed Form 10-Q?

The registrant states it anticipates filing the Form 10-Q within the five-calendar-day grace period provided by Exchange Act Rule 12b-25 following the prescribed due date. The notification was signed on May 15, 2026.

Does the Form 12b-25 mention any substantive accounting matters for OLB?

Yes. The notice references corrections to immaterial errors related to the accounting treatment of the company’s Warrants and says the effect of revisions on subsequent filings will be disclosed in the finalized reports.

Who signed the Form 12b-25 for OLB and when?

The Form 12b-25 was signed by Chief Executive Officer Ronny Yakov on May 15, 2026, as stated in the filing’s signature block.

Will the late filing trigger other disclosures for OLB?

The company’s notice frames the issue as a procedural delay and states it will file within the Rule 12b-25 grace period. Any additional disclosures, including details of warrant corrections, will appear in the filed Form 10-Q.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 07:16 PM EDT Learn about SEC filing dates

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)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(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
	(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		+ (212) 278-0900
Name		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.

2

The OLB Group, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 15, 2026	/s/ Ronny Yakov
	Ronny Yakov
	Chief Executive Officer

3