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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): December 19, 2025

 

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-52994   13-4188568
(State or other jurisdiction of incorporation or organization)   (Commission File Number)   (I.R.S. Employer Identification Number)

 

1120 Avenue of the Americas, 4th Floor, New York, NY   10036
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (212) 278-0900

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 13(a) of the Exchange Act.

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
 Common Stock, $0.0001 par value   OLB   Nasdaq Capital Market

 

 

 

 

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the Annual Meeting of Stockholders (the “Annual Meeting”) of The OLB Group, Inc. (the “Company”), commenced on December 19, 2025, the stockholders of the Company approved the election of directors and the three proposals listed below. Each outstanding share of Common Stock was entitled to one vote on the matters presented at the Annual Meeting and each share of Preferred Stock was entitled to 11.110 votes (for a total of 11,344 eligible votes) on the matters presented at the Annual Meeting. The final results for the votes regarding each proposal are set forth in the following tables. Each of these proposals is described in detail in the Company’s Proxy Statement.

 

1. Elect four members of the Board of Directors, each to serve for a one-year term:

 

   COMMON
SHARES
FOR
   COMMON
SHARES
WITHHELD
   COMMON
SHARES
BROKER
NON-VOTE
 
Ronny Yakov   5,957,282    23,359    1,066,198 
Amir Sternhell   5,943,835    36,806    1,066,198 
Ehud Ernst   5,952,280    28,361    1,066,198 
Alina Dulimof   5,933,840    46,801    1,066,198 

 

2. Ratify the appointment by the Board of RBSM, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

 

COMMON SHARES FOR   COMMON SHARES AGAINST   COMMON SHARES ABSTAIN
6,853,463   191,974   1,402

 

3. Approval, on an advisory basis, the compensation of our named executive officers, was as follows:

 

COMMON SHARES FOR   COMMON SHARES AGAINST   COMMON SHARES ABSTAIN
5,896,841   83,255   545

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 22, 2025

 

  THE OLB GROUP
   
  By:  /s/ Ronny Yakov
  Name:  Ronny Yakov
  Title: Chief Executive Officer

 

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