As filed with the Securities and Exchange Commission
on October 24, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
THE OLB GROUP, INC.
(Exact Name of Registrant as Specified in Its
Charter)
| Delaware |
|
13-4188568 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(I.R.S.
Employer
Identification No.) |
1120 Avenue of the Americas, 4th Floor, New
York, NY 10036
(Address of Principal Executive Offices) (Zip
Code)
Amended and Restated The OLB Group, Inc. 2020
Share Incentive Plan
(Full Title of the Plan)
Ronny Yakov
Chief Executive Officer
1120 Avenue of the Americas, 4th Floor, New
York, NY 10036
(Name and Address of Agent for Service)
(212) 278-0900
(Telephone Number, including area code, of agent
for service)
Copies to:
Barry I. Grossman, Esq.
David Selengut, Esq.
Justin Grossman, Esq.
Ellenoff Grossman & Schole LLP
1345 Avenue of Americas, 11th Floor
New York, New York 10105
(212) 370-1300
Fax: (212) 370-7889
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
Emerging
growth company |
☒ |
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Explanatory Note
This registration statement on Form S-8 of The
OLB Group, Inc. (this “Registration Statement”) has been prepared in accordance with the requirements of Form S-8 under the
Securities Act of 1933, as amended (the “Securities Act”) to register up to 2,600,000 shares of our common stock, par value
$0.0001 per share (the “Common Stock”), to be issued under our Amended and Restated 2020 Share Incentive Plan (the “Plan”)
to our employees, directors, consultants and “affiliates” as such term is defined in Rule 405 under the Securities Act, which
shares may include “control securities” as such term is defined in General Instruction C to Form S-8.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item
1. |
Plan
Information.* |
| |
|
| Item
2. |
Registrant
Information and Employee Plan Annual Information.* |
| * | Information
required by Part I of Form S-8 to be contained in this Section 10(a) prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act. The documents containing the information specified in Part I will be delivered to the participants
in the Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act. Such document(s) are not being
filed with the Securities and Exchange Commission (the “SEC”) as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These document(s) and the documents incorporated by reference in the
Registration Statement pursuant to Item 3 of Part II of this form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act. |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item
3. |
Incorporation
of Documents by Reference. |
The OLB Group, Inc. (the
“Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed
with the Securities and Exchange Commission (the “Commission”):
| |
● |
The
Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed on April 15, 2025; |
| |
|
|
| |
● |
The
Registrant’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2024 filed on April 29, 2025 |
| |
|
|
| |
● |
The Registrant’s Quarterly Report on Form 10-Q for the three months ended March 31, 2025 filed on May 15, 2025 |
| |
|
|
| |
● |
The Registrant’s Quarterly Report on Form 10-Q for the three and six months ended June 30, 2025 filed on August 19, 2025 |
| |
|
|
| |
● |
The
description of the Registrant’s Common Stock contained in Description of Registered Securities filed as Exhibit 4.5
to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 filed with the SEC on April 15, 2025. |
All reports and definitive
proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information furnished
pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K) subsequent to the filing of this Registration Statement and prior
to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all
securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof
from the date of filing such documents, except as to specific sections of such statements as set forth therein. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes
of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be
incorporated by reference herein modifies or supersedes such statement.
| Item
4. |
Description
of Securities. |
Not applicable.
| Item
5. |
Interests
of Named Experts and Counsel. |
The validity of the shares
of Common Stock offered hereby will be passed upon by Ellenoff Grossman & Schole LLP, counsel to the Registrant.
| Item
6. |
Indemnification
of Officers and Directors. |
Section 145 of the Delaware
General Corporation Law provides that a corporation may indemnify directors and officers as well as other employees and individuals against
expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by
reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the Delaware General
Corporation Law also provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action
may be paid by a corporation in advance of the final disposition of an action if the director or officer undertakes to repay the advanced
amounts if it is determined such person is not entitled to be indemnified by the corporation. The Delaware General Corporation Law provides
that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise. Our amended and restated bylaws provide that, to the fullest extent permitted
by law, we shall indemnify and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved
in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason
of the fact that such person, or the person for whom he is the legally representative, is or was a director or officer of ours, against
all liabilities, losses, expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such proceeding.
Section 102(b)(7) of the
Delaware General Corporation Law permits a corporation to provide in its certificate of incorporation that a director of the corporation
shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of
dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived
an improper personal benefit.
Our certificate of incorporation
provides that we shall, to the maximum extent permitted from time to time under the law of the State of Delaware, indemnify and upon
request shall advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or
completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that such
person is or was or has agreed to be a director or officer of ours or while a director or officer is or was serving at our request as
a director, officer, partner, trustee, employee or agent of any corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans, against expenses (including attorneys’ fees and expenses), judgments, fines, penalties
and amounts paid in settlement incurred in connection with the investigation, preparation to defend or defense of such action, suit,
proceeding or claim; provided, however, that the foregoing shall not require us to indemnify or advance expenses to any person in connection
with any action, suit, proceeding or claim initiated by or on behalf of such person or any counterclaim against us initiated by or on
behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement,
vote of directors or stockholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person.
Any person seeking indemnification shall be deemed to have met the standard of conduct required for such indemnification unless the contrary
shall be established. Any repeal or modification of our certificate of incorporation shall not adversely affect any right or protection
of a director or officer of ours with respect to any acts or omissions of such director or officer occurring prior to such repeal or
modification.
Our bylaws provide we shall,
to the fullest extent permitted under the laws of the State of Delaware, as amended and supplemented from time to time, indemnify each
person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact that such party is or was, or has agreed to become, a
director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee of, or in
a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee benefit plan,
or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred by such party or on such party’s behalf in connection
with such action, suit or proceeding and any appeal therefrom.
Expenses incurred by such
a person in defending a civil or criminal action, suit or proceeding by reason of the fact that such person is or was, or has agreed
to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer or trustee
of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any employee
benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity shall be paid by us in advance of the
final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such person to repay such amount
if it shall ultimately be determined that he is not entitled to be indemnified by us as authorized by relevant sections of the Delaware
General Corporation Law. Notwithstanding the foregoing, we shall not be required to advance such expenses to a person who is a party
to an action, suit or proceeding brought by us and approved by a majority of our Board of Directors that alleges willful misappropriation
of corporate assets by such person, disclosure of confidential information in violation of such person’s fiduciary or contractual
obligations to us or any other willful and deliberate breach in bad faith of such person’s duty to us or our stockholders.
We shall not indemnify any
such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person unless the initiation
thereof was approved by our Board of Directors.
The indemnification rights
provided in our amended and restated bylaws shall not be deemed exclusive of any other rights to which those indemnified may be entitled
under any by-law, agreement or vote of stockholders or disinterested directors or otherwise, both as to action in their official capacities
and as to action in another capacity while holding such office, continue as to such person who has ceased to be a director or officer,
and inure to the benefit of the heirs, executors and administrators of such a person.
If the Delaware General
Corporation Law is amended to expand further the indemnification permitted to indemnitees, then we shall indemnify such persons to the
fullest extent permitted by the Delaware General Corporation Law, as so amended.
We may, to the extent authorized
from time to time by our Board of Directors, grant indemnification rights to other employees or agents of ours or other persons serving
us and such rights may be equivalent to, or greater or less than, those set forth in our amended and restated bylaws.
Our obligation to provide
indemnification under our amended and restated bylaws shall be offset to the extent of any other source of indemnification or any otherwise
applicable insurance coverage under a policy maintained by us or any other person.
To assure indemnification
under our amended and restated bylaws of all directors, officers, employees or agents who are determined by us or otherwise to be or
to have been “fiduciaries” of any employee benefit plan of ours that may exist from time to time, Section 145 of the Delaware
General Corporation Law shall, for the purposes of our amended and restated bylaws, be interpreted as follows: an “other enterprise”
shall be deemed to include such an employee benefit plan, including without limitation, any plan of ours that is governed by the Act
of Congress entitled “Employee Retirement Income Security Act of 1974,” as amended from time to time; we shall be deemed
to have requested a person to serve an employee benefit plan where the performance by such person of his duties to us also imposes duties
on, or otherwise involves services by, such person to the plan or participants or beneficiaries of the plan; and excise taxes assessed
on a person with respect to an employee benefit plan pursuant to such Act of Congress shall be deemed “fines.”
Our bylaws shall be deemed
to be a contract between us and each person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that person is or was, or
has agreed to become, a director or officer of ours, or is or was serving, or has agreed to serve, at our request, as a director, officer
or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise, including any
employee benefit plan, or by reason of any action alleged to have been taken or omitted in such capacity, at any time while this by-law
is in effect, and any repeal or modification thereof shall not affect any rights or obligations then existing with respect to any state
of facts then or theretofore existing or any action, suit or proceeding theretofore or thereafter brought based in whole or in part upon
any such state of facts.
The indemnification provision
of our amended and restated bylaws does not affect directors’ responsibilities under any other laws, such as the federal securities
laws or state or federal environmental laws.
We may purchase and maintain
insurance on behalf of any person who is or was a director, officer or employee of ours, or is or was serving at our request as a director,
officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability asserted against
him and incurred by him in any such capacity, or arising out of his status as such, whether or not we would have the power to indemnify
him against liability under the provisions of this section. We currently maintain such insurance.
The right of any person
to be indemnified is subject to our right, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at our expense
of by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant
to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
In the event that a claim
for indemnification against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered herewith, we will, unless in the opinion of our counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by us is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.
| Item
7. |
Exemption
from Registration Claimed. |
Not applicable.
The Registrant has filed
the exhibits listed on the accompanying Exhibit Index of this Registration Statement.
EXHIBIT INDEX
| Number |
|
Description |
| 5.1 |
|
Opinion of Ellenoff Grossman & Schole LLP* |
| 10.1 |
|
Amended and Restated 2020 Share Incentive Plan* |
| 23.1 |
|
Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)* |
| 23.2 |
|
Consent of RBSM LLP, Independent Registered Public Accounting Firm* |
| 23.3 |
|
Consent of Mac Accounting Group & CPAs, LLP, Independent Registered Public Accounting Firm* |
| 24.1 |
|
Power of Attorney (included in the signature page to this Registration Statement)* |
| 107 |
|
Filing Fee Table* |
A. The undersigned Registrant
hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include
any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect
in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration
Fee” table in the effective Registration Statement; and
(iii) To include
any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material
change to such information in the Registration Statement.
provided,
however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for
the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
B. The undersigned Registrant
hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each
filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on October 24, 2025.
| |
THE OLB
GROUP, INC. |
| |
|
|
| |
By: |
/s/ Ronny
Yakov |
| |
|
Name: |
Ronny
Yakov |
| |
|
Title: |
Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each person whose signature appears below does hereby constitute and appoint Ronny Yakov, and each of them, with full
power of substitution, such person’s true and lawful attorneys-in-fact and agents for such person, with full power and authority
to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine
may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective
and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in
conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be
signed in several counterparts.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant
in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Ronny Yakov |
|
Chief Executive Officer and Chairman |
|
October 24, 2025 |
| Ronny Yakov |
|
(Principal Executive Officer) |
|
|
| |
|
|
|
|
| /s/ Rachel Boulds |
|
Chief Financial Officer |
|
October 24, 2025 |
| Rachel Boulds |
|
(Principal Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| /s/ Ehud Ernst |
|
Director |
|
October 24, 2025 |
| Ehud Ernst |
|
|
|
|
| |
|
|
|
|
| /s/ Amir Sternhell |
|
Director |
|
October 24, 2025 |
| Amir Sternhell |
|
|
|
|
| |
|
|
|
|
| /s/ Alina Dulimof |
|
Director |
|
October 24, 2025 |
| Alina Dulimof |
|
|
|
|
II-6
