[SCHEDULE 13D/A] The OLB Group, Inc. SEC Filing

Rhea-AI Filing Summary

Schedule 13D/A highlights for OLB (filed 8 Aug 2025): CEO & Chairman Ronny Yakov now beneficially owns 4,681,768 common shares, or 51.5% of the company, giving him majority voting control.

Key 2025 insider transactions

• 28 May 2025: Returned 1,021 Series A preferred shares (113,444 common equivalents) to OLB for cancellation, removing a potential dilutive class.
• 2 Jun 2025: Acquired 4,685,029 treasury shares at $1.31 (60-day VWAP) in exchange for outstanding liabilities, accrued interest and bonuses—no cash paid; transaction converted debt to equity and reduced corporate payables.
• 30 Jun 2025: Gifted 878,074 common shares, lowering direct holdings but retaining control.

After these moves OLB’s outstanding shares total 8,780,749. Yakov holds sole voting and dispositive power over all reported shares, including 303,754 shares issuable from warrants/options (Series A: 227,003 @ $90; Series B: 56,751 @ $45; options: 20,000). No other person shares voting rights. The filing states the acquisitions were for working-capital support and investment purposes, with no current plans for corporate actions under Items 4(a)-(j).

Positive

• Debt reduction: Converting liabilities and accrued interest into equity removes cash outflows and strengthens the balance sheet.
• Preferred share cancellation: Retirement of 1,021 Series A preferred shares eliminates 113,444 potential common shares and associated preference rights.

Negative

• Significant dilution: Issuance of 4.69 M treasury shares increases outstanding common shares to 8.78 M, diluting existing ownership stakes.
• Majority control concentration: CEO’s 51.5% stake heightens governance risk for minority investors.

Insights

Financial Analyst

TL;DR: Debt-for-equity swap trims liabilities but large share issuance hands CEO majority control, causing dilution for other holders.

The 4.7 M-share issuance more than doubles OLB’s float, materially diluting existing shareholders, yet it simultaneously extinguishes unspecified debt, interest and bonus obligations at a modest $1.31 valuation. Eliminating 1,021 preferred shares removes future conversion overhang and simplifies capital structure. With 51.5% ownership, Yakov now commands absolute voting control, which may streamline decision-making but raises governance-risk for minorities. Overall impact is mixed: balance-sheet improvement versus dilution and concentration of power.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

The OLB Group, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

67086U406

(CUSIP Number)

Ronny Yakov
c/o The OLB Group, Inc., 1120 Avenue of the Americas, 4th Floor
New York, NY, 10036
(212) 278-0900

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/30/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 67086U406

1

Name of reporting person

Ronny Yakov

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 4,681,768.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 4,681,768.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

4,681,768.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

51.5 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: The OLB Group, Inc.
(c)	Address of Issuer's Principal Executive Offices: 1120 Avenue of the Americas, 4th Floor, New York, NEW YORK , 10036.
Item 2.	Identity and Background
(a)	The person filing this statement is Ronny Yakov (the "Reporting Person").
(b)	The address of the Reporting Person is c/o The OLB Group, Inc., 1120 Avenue of the Americas, 4th Floor, New York, NY 10036.
(c)	The Reporting Person is Chairman and Chief Executive Officer of the Issuer.
(d)	The Reporting Person has not, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	The Reporting Person has not, during the past five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (b) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting, or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Reporting Person is a citizen of the United States of America.
Item 3.	Source and Amount of Funds or Other Consideration
	The information set forth in Item 3 of the Schedule 13D filed on October 12, 2021, is incorporated herein by reference, noting that in 2019, the issuer effected a one-for-thirty reverse stock split, and in 2024, a one-for-ten reverse stock split of its Common Stock. All share amounts and exercise prices reported herein reflect both splits. In addition, the following transactions have occurred: (a) On May 28, 2025, the Reporting Person returned 1,021 shares of Series A Preferred Stock to the issuer for cancellation and retirement, with no consideration received or paid, to prevent shareholder dilution. This eliminates the Reporting Person's beneficial ownership of the 113,444 underlying shares of Common Stock previously reported. (b) On June 2, 2025, pursuant to a unanimous written consent of the Board of Directors, the Reporting Person acquired 4,685,029 shares of Common Stock from the issuer's treasury in satisfaction of outstanding liabilities, debt financing, accrued interest, and bonuses in lieu of cash, at a fair market value of $1.31 per share (based on the average closing price over the prior 60 trading days). No cash consideration was paid by the Reporting Person for these shares. (c) On June 30, 2025, the Reporting Person made bona fide gifts of an aggregate of 878,074 shares of Common Stock. No consideration was received by the Reporting Person in connection with these transactions.
Item 4.	Purpose of Transaction
	The information set forth in or incorporated by reference in Items 3 and 6 of this Amendment No. 1 to Schedule 13D is incorporated by reference in its entirety into this Item 4. All acquisitions by the Reporting Person of Common Stock reported herein were (a) for the purpose of providing the Issuer with working capital, and (b) for investment purposes. The Reporting Person has no present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D other than as a member o f the Issuer's Board of Directors.
Item 5.	Interest in Securities of the Issuer
(a)	The Reporting Person may be deemed to be the beneficial owner of 4,681,768 shares of Common Stock. This includes (i) 4,378,014 shares of Common Stock held directly (after accounting for the acquisition of 4,685,029 shares on June 2, 2025, and the subsequent gift of 878,074 shares on June 30, 2025), (ii) 227,003 shares of Common Stock issuable upon exercise of Series A Warrants at $90.00 per share (expiring August 11, 2025), (iii) 56,751 shares of Common Stock issuable upon exercise of Series B Warrants at $45.00 per share (expiring August 11, 2025), and (iv) 20,000 shares of Common Stock issuable upon exercise of vested options (exercisable within 60 days). This excludes the 113,444 shares previously underlying 1,021 shares of Series A Preferred Stock, which were returned for cancellation on May 28, 2025. This amount constitutes approximately 51.5% of the Common Stock of the Company, based upon 8,780,749 shares of Common Stock issued and outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person (as adjusted to reflect the June 2, 2025, issuance from treasury of 4,685,029 shares to the Reporting Person and 730,059 shares to another individual), plus shares of Common Stock receivable by the Reporting Person upon exercise of the Series A Warrants, Series B Warrants, and vested options (per Rule 13d-3(d)(1)). The Reporting Person has the sole power to vote and dispose of all of these shares. The cover page to this Amendment No. 1 to Schedule 13D for the Reporting Person is incorporated by reference in its entirety into this Item 5.
(b)	The Reporting Person may be deemed to be the beneficial owner of 4,681,768 shares of Common Stock. This includes (i) 4,378,014 shares of Common Stock held directly (after accounting for the acquisition of 4,685,029 shares on June 2, 2025, and the subsequent gift of 878,074 shares on June 30, 2025), (ii) 227,003 shares of Common Stock issuable upon exercise of Series A Warrants at $90.00 per share (expiring August 11, 2025), (iii) 56,751 shares of Common Stock issuable upon exercise of Series B Warrants at $45.00 per share (expiring August 11, 2025), and (iv) 20,000 shares of Common Stock issuable upon exercise of vested options (exercisable within 60 days). This excludes the 113,444 shares previously underlying 1,021 shares of Series A Preferred Stock, which were returned for cancellation on May 28, 2025. This amount constitutes approximately 51.5% of the Common Stock of the Company, based upon 8,780,749 shares of Common Stock issued and outstanding as of June 30, 2025, as reported by the issuer to the Reporting Person (as adjusted to reflect the June 2, 2025, issuance from treasury of 4,685,029 shares to the Reporting Person and 730,059 shares to another individual), plus shares of Common Stock receivable by the Reporting Person upon exercise of the Series A Warrants, Series B Warrants, and vested options (per Rule 13d-3(d)(1)). The Reporting Person has the sole power to vote and dispose of all of these shares. The cover page to this Amendment No. 1 to Schedule 13D for the Reporting Person is incorporated by reference in its entirety into this Item 5.
(c)	The following transactions in the issuer's securities were effected by the Reporting Person since the Schedule 13D filed on October 12, 2021, including within the past 60 days (except as noted): (i) On May 28, 2025 (prior to the 60-day period), the Reporting Person entered into a letter agreement with the issuer for the return and cancellation of 1,021 shares of Series A Preferred Stock, with no consideration received or paid; (ii) On June 2, 2025, the Reporting Person acquired 4,685,029 shares of Common Stock through conversion of outstanding liabilities, debt, interest, and bonuses at $1.31 per share, and no cash consideration was paid; and (iii) On June 30, 2025, the Reporting Person made bona fide gifts of an aggregate of 878,074 shares of Common Stock, and no consideration was received by the Reporting Person in connection with these transactions. No other transactions occurred in this period.
(d)	No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	"In addition to the arrangements described in the Company's Annual Report on Form 10-K filed on April 15, 2025, (i) on May 28, 2025, the Reporting Person entered into a letter agreement with the issuer for the return and cancellation of 1,021 shares of Series A Preferred Stock (filed herewith as Exhibit 99.1), and (ii) on June 2, 2025, the acquisition of 4,685,029 shares of Common Stock from the issuer's treasury by the Reporting Person was authorized pursuant to a unanimous written consent of the Board of Directors.
Item 7.	Material to be Filed as Exhibits.
	The exhibits listed in Item 7 of the Schedule 13D filed on October 12, 2021, are incorporated herein by reference, except as supplemented below: (i) Series A Warrant Agency Agreement (including the terms of the Series A Warrant) filed with Form 8-K filed on August 12, 2020 (incorporated herein by reference). (ii) Series B Warrant Agency Agreement (including the terms of the Series B Warrant) filed with Form 8-K filed on August 12, 2020 (incorporated herein by reference). (iii) Letter Agreement, dated May 28, 2025, between Ronny Yakov and The OLB Group, Inc., regarding the retirement and cancellation of Series A Preferred Shares (filed herewith as Exhibit 99.1).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Ronny Yakov

Signature:	/s/ Ronny Yakov
Name/Title:	Ronny Yakov
Date:	08/01/2025

FAQ

How many OLB shares does CEO Ronny Yakov now control?

He beneficially owns 4,681,768 shares, or 51.5% of outstanding common stock.

What price was used for the debt-for-equity conversion on 2 June 2025?

Shares were valued at $1.31, the 60-day average closing price.

Did the 2025 transactions involve any cash payments by the CEO?

No cash was paid; liabilities, interest and bonuses were satisfied with treasury shares.

How did the filing affect OLB’s share count?

The issuance raised total outstanding common shares to 8,780,749 as of 30 June 2025.

Were any preferred shares eliminated?

Yes, 1,021 Series A preferred shares were returned and cancelled on 28 May 2025.