Core Points - The OLB Group, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on December 19, 2025, at 10:00 a.m. Eastern Time [1] - Stockholders of record as of November 25, 2025, are invited to attend and vote on key matters affecting the company's future [1] Meeting Details - Date and Time: December 19, 2025, at 10:00 AM Eastern Time [2] - Location: Virtual Meeting with a provided link for attendance [2] - Agenda Items include the election of directors, ratification of the independent auditor, and approval of executive compensation [2][5] Participation Information - Stockholders are encouraged to review proxy materials and submit votes prior to the meeting [3] - Registration instructions are available through the meeting link [3] Company Overview - The OLB Group, Inc. is a diversified fintech company specializing in integrated payment solutions and OmniCommerce [4] - The company serves businesses nationwide with secure and innovative financial technology platforms [4] Agenda Items for Consideration 1. Election of Directors: Nominees include Ronny Yakov, Ehud Ernst, Amir Sternhell, and Alina Dulimof for a one-year term [5] 2. Ratification of Independent Auditor: RBSM, LLP is proposed as the independent registered public accounting firm for the fiscal year ending December 31, 2025 [5] 3. Executive Compensation Advisory Vote: An advisory vote to approve the compensation of named executive officers [5] 4. Other Business: Updates on spin-off Dmint, ongoing litigations, and new products for 2026 will be discussed [5]

Core Insights - The OLB Group, Inc. has achieved PCI DSS Version 4.0 certification for its SecurePay payment gateway, marking a significant milestone in payment security [1] Group 1: Company Developments - The certification represents the latest and most comprehensive security standard established by the Payment Card Industry Security Standards Council [1] - PCI DSS 4.0 introduces enhanced requirements aimed at addressing evolving cyber threats [1] - The update is the most significant change to payment security standards in over a decade, emphasizing the importance of protecting cardholder data [1]

Revenue Performance - Total revenue for the three months ended September 30, 2025, was $2,313,194, a decrease of $770,728 or 25% compared to $3,083,922 for the same period in 2024[158] - For the nine months ended September 30, 2025, total revenue was $6,901,921, a decrease of $3,199,334 or 31.7% compared to $10,101,258 for the same period in 2024[166] Transaction and Processing Fees - Transaction and processing fees accounted for $2,106,362 of the total revenue in Q3 2025, down from $2,569,596 in Q3 2024[158] Costs and Expenses - Processing and servicing costs decreased by $513,477 or 19.7% to $2,090,937 in Q3 2025 from $2,604,414 in Q3 2024[159] - Processing and servicing costs for the nine months ended September 30, 2025, were $5,864,065, down $2,466,621 or 29.6% from $8,330,686 in 2024[167] - General and administrative expenses for the nine months ended September 30, 2025, were $1,573,485, a decrease of $682,188 or 30.2% from $2,255,673 in 2024[172] - Professional fees for the nine months ended September 30, 2025, were $554,129, a decrease of $1,112,841 or 66.8% compared to $1,666,970 in 2024[171] - Salary and wage expense decreased by $102,280 or 16.9% to $502,504 in Q3 2025 from $604,784 in Q3 2024 due to a reduction in headcount[162] - Amortization expense for Q3 2025 was $0, a decrease of $112,499 compared to $112,499 in Q3 2024[160] - Depreciation expense for the Bitcoin Mining Segment was $120,694 in Q3 2025, down 81.6% from $656,017 in Q3 2024[161] Net Loss - The net loss for the nine months ended September 30, 2025, was $4,388,332, a decrease of $2,290,556 compared to $6,678,888 for the same period in 2024[174] - The company recognized a $775,000 deemed dividend for preferred stock and a $30,630 for preferred dividends, resulting in a net loss applicable to common shareholders of $5,193,962[174] Cash and Financing Activities - The company had cash of $3,540 and negative working capital of $6,036,698 as of September 30, 2025[179] - The company received net cash of $1,267,224 from financing activities for the nine months ended September 30, 2025, compared to $1,116,275 in 2024[178] - The company has entered into an Equity Distribution Agreement with Maxim Group LLC to raise up to $15,000,000, with proceeds of $2,009,723 as of September 30, 2025[180] Business Developments - The company plans to complete the buildout of a Bitcoin mining data center in Selmer, Tennessee, to support up to 5,000 mining machines by 2025[148] - The company acquired 80.01% of Moola Cloud, LLC, to enhance marketing to underbanked communities, with plans to fully acquire the remaining 19.99% for $215,500[153] - The company is in the process of spinning off DMINT into a standalone entity, pending SEC approval[149] - The company launched a new merchant and ISO boarding system in July 2019 to automate merchant onboarding[144] Going Concern - The company may require additional resources to execute its business plans, with substantial doubt about its ability to continue as a going concern without raising additional capital[183]

Revenue Performance - For the three months ended June 30, 2025, total revenue was $2,267,191, a decrease of $1,253,963 or 35.6% compared to $3,521,154 for the same period in 2024[154] - For the six months ended June 30, 2025, total revenue was $4,588,727, a decrease of $2,428,609 or 34.6% compared to $7,017,336 for the same period in 2024[164] Transaction and Processing Fees - Transaction and processing fees for Q2 2025 were $2,096,342, down from $2,484,193 in Q2 2024, reflecting a significant decline in revenue from Moola Cloud, LLC[154] - Processing and servicing costs for the six months ended June 30, 2025, were $3,773,128, down $1,953,144 or 34.1% from $5,726,272 in the prior year[165] Expenses - Processing and servicing costs decreased to $1,964,314 in Q2 2025, down $1,008,365 or 33.9% from $2,972,679 in Q2 2024, in line with the revenue decline[155] - Salary and wage expense increased to $1,052,614 in Q2 2025, an increase of $363,416 or 52.7% compared to $689,198 in Q2 2024, attributed to a non-cash bonus expense[158] - General and administrative expenses for the six months ended June 30, 2025, were $981,627, a decrease of $991,252 or 50.2% from $1,972,879 in the prior year[170] - Professional fees for the six months ended June 30, 2025, were $412,139, a decrease of $801,159 or 66% compared to $1,213,298 for the same period in 2024[169] - The company recorded no amortization expense in Q2 2025, down from $117,847 in Q2 2024, as most assets were fully amortized[156] Net Loss - The net loss for the six months ended June 30, 2025, was $3,213,312, a decrease of $1,835,318 compared to a net loss of $5,048,630 for the same period in 2024[172] Cash and Financing Activities - The company had cash of $2,662 and negative working capital of $5,037,442 as of June 30, 2025[176] - The company received net cash of $1,150,841 from financing activities for the six months ended June 30, 2025, compared to $751,590 in the same period of 2024[175] - The company entered into an Equity Distribution Agreement with Maxim Group LLC to offer up to $15,000,000 in common stock, with proceeds of $2,009,723 as of June 30, 2025[177] Business Developments - The company plans to complete the buildout of a Bitcoin mining data center in Selmer, Tennessee, with a capacity for up to 5,000 machines by 2025[145] - The company acquired 80.01% of Moola Cloud, LLC, focusing on marketing to underbanked communities, with a merchant network of approximately 31,600 locations in the U.S.[149] - The company is in the process of spinning off DMINT into a standalone entity, pending SEC approval of its Form S-1 Registration Statement[146] - The company recognized a loss on the extinguishment of debt of $52,000 and a loss on conversion of accrued salaries and loans payable of $175,763 during the six months ended June 30, 2025[171] - The company may require additional resources to execute its business plans, with substantial doubt about its ability to continue as a going concern without raising additional capital[180] Depreciation - Depreciation expense for the Bitcoin Mining Segment was $120,967 in Q2 2025, a decrease of $722,704 or 85.7% from $843,671 in Q2 2024, due to asset impairments[157] Integration and Technology - The company has integrated its OmniSoft applications with the eVance mobile payment gateway, enhancing merchant onboarding capabilities[141]

Financial Performance - For the three months ended March 31, 2025, total revenue was $2,321,536, a decrease of $1,174,646 or 33.6% compared to $3,496,182 for the same period in 2024[136] - Transaction and processing fees for the three months ended March 31, 2025 were $2,058,277, down from $2,288,209 in the prior year[136] - The Company recorded revenue from the Cryptocurrency Mining segment of $85,482 for the three months ended March 31, 2025[136] - The net loss for Q1 2025 was $1,088,998, a reduction of $1,311,620 compared to a net loss of $2,400,618 in Q1 2024[145] Expenses - Processing and servicing costs decreased to $1,808,814 for the three months ended March 31, 2025, a reduction of $944,779 or 34.3% from $2,753,593 in 2024[137] - Amortization expense for the three months ended March 31, 2025 was $3,972, a significant decrease of 97.9% from $190,961 in the same period of 2024[138] - Depreciation expense for the Bitcoin Mining Segment was $258,349 for the three months ended March 31, 2025, down 65.5% from $749,520 in 2024[139] - Salary and wage expense for Q1 2025 was $531,356, a decrease of $484,982 or 47.7% compared to Q1 2024[141] - Professional fees for Q1 2025 were $77,573, down $570,870 or 88% from $648,443 in Q1 2024[142] - General and administrative expenses for Q1 2025 totaled $490,151, a decrease of $534,741 or 52.2% from $1,024,892 in Q1 2024[143] Cash Flow and Capital Resources - Cash used in operating activities for Q1 2025 was $155,842, compared to $424,700 in Q1 2024[146] - As of March 31, 2025, the company had cash of $29,340 and negative working capital of $9,277,512[148] - The company has approximately $29,000 in cash and recognizes the need for additional resources to continue operations beyond March 31, 2026[152] - Management believes current resources will fund planned expenditures over the next 12 months, but additional capital may be required[152] Investments and Acquisitions - The Company acquired 80.01% of Moola Cloud, LLC, which focuses on marketing to underbanked communities, and later acquired the remaining 19.99% for $215,500[132] - The Company plans to complete the buildout of a Bitcoin mining data center in Tennessee to support up to 5,000 mining machines by 2025[127] - The Company is in the process of spinning off DMINT into a standalone entity, pending SEC approval[128] Other Financial Agreements - The company entered into an Equity Distribution Agreement with Maxim Group LLC for an aggregate offering amount of up to $15,000,000, with proceeds of $1,278,836 as of March 31, 2025[149] - The Yakov LLC Loan allows borrowing up to $5,000,000 at a 12% interest rate, maturing on June 18, 2025[150] Transaction Volume - eVance merchants are processing over $100,000,000 in gross transactions monthly, averaging approximately 1,400,000 transactions per month[122]

Financial Performance - Total revenue for the year ended December 31, 2024, was $12,838,988, a decrease of 58% from $30,571,637 in 2023[242] - Transaction and processing fees generated $9,684,152 in 2024, down from $27,096,245 in 2023, reflecting a decrease of $17,412,093[242] - Processing and servicing costs decreased by 49.6% to $10,669,238 in 2024 from $21,181,499 in 2023[244] - Amortization expense dropped by 87.2% to $533,805 in 2024, compared to $4,172,117 in 2023, due to the write-off of the CBD portfolio[245] - General and Administrative expenses decreased by 59.6% to $2,861,300 in 2024 from $7,078,947 in 2023[248] - The net loss for the year ended December 31, 2024, was $11,224,911, a decrease of $12,049,028 from the net loss of $23,273,939 in 2023[251] Business Operations - The company processed over $100,000,000 in gross transactions monthly through its eVance business, averaging approximately 1,400,000 transactions per month[232] - The company acquired 100% of Moola Cloud, LLC, enabling focus on underbanked communities with a network of approximately 31,600 locations in the U.S.[240] - DMINT had mined 57.74 Bitcoin as of December 31, 2024, with 400 computers online and mining operations relocated to Tennessee[236] Capital Structure - A reverse stock split of 1-for-10 was executed, reducing outstanding shares from 18,103,462 to 1,810,346[241] - As of December 31, 2024, the Company had cash of $27,436 and negative working capital of $8,650,939[257] - The Company entered into an Equity Distribution Agreement allowing for an aggregate offering amount of up to $15,000,000, with net proceeds from the ATM Offering totaling $1,090,890 as of December 31, 2024[258] - The Company owes Mr. Yakov $1,203,960 as of December 31, 2024, after payments made on behalf of the Company totaling $1,191,282 during the year[259] - The Yakov LLC Loan allows the Company to borrow up to $5,000,000 at an interest rate of 12%, maturing on March 31, 2026[260] - The Yakov LLC Loan is secured by a first priority security interest over all of the Company's assets[260] Liquidity and Going Concern - The Company believes it has sufficient liquidity to sustain operations for at least twelve months, but recognizes the need for additional resources to execute business plans[261] - Without raising additional capital, there is substantial doubt about the Company's ability to continue as a going concern through March 31, 2026[261] - The Company has reviewed its cash flow activity and projected cash flow forecast for 2025 to assess liquidity[261] Regulatory Compliance - The Company is classified as a smaller reporting company and is not required to provide certain disclosures under the Securities Exchange Act of 1934[264]

Financial Performance - For the three months ended March 31, 2024, total revenue was $3,496,182, a decrease of $3,126,407 or 47.2% compared to $6,622,589 for the same period in 2023[139] - Transaction and processing fees for the three months ended March 31, 2024, were $2,288,209, down from $6,353,471 in the prior year, reflecting a significant loss of the CBD portfolio[139] - The company had a net loss of $2,371,596 for the three months ended March 31, 2024, a decrease of $243,810 compared to a net loss of $2,615,405 in the same period in 2023[146] Cash and Assets - As of March 31, 2024, the company had cash of $3,319 and negative working capital of $5,832,924[149] - As of March 31, 2024, the company had bitcoin valued at $56,000 and accounts receivable of approximately $207,000[152] Expenses - Salary and wage expenses increased by $193,198 or 23.5% to $1,016,338 for the three months ended March 31, 2024, due to additional expenses related to options and new employees[141] - Amortization expense decreased by $708,870 or 78.8% to $190,961 for the three months ended March 31, 2024, due to the write-off of the CBD portfolio[140] Acquisitions and Ownership - The company acquired 80.01% of Cuentas SDI, LLC, which has approximately 31,600 locations in the U.S. to target underbanked communities[137] - The company acquired 19.99% of the membership interests of Cuentas SDI, LLC for a purchase price of $215,500, resulting in 100% ownership of the LLC[157] - A restrictive covenant was established for three years post-acquisition, preventing the seller from disrupting business relationships or soliciting customers in competition with the company[158] Stock and Equity - The company executed a Reverse Stock Split, reducing the number of outstanding shares from 18,103,462 to 1,810,346 shares[156] - The company entered into an Equity Distribution Agreement to create an at-the-market equity program with an aggregate offering amount of up to $15,000,000[150] Business Operations - The company processed over $100,000,000 in gross transactions monthly through its eVance business, averaging approximately 1,400,000 transactions per month[130] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[159]

Revenue and Transactions - For the year ended December 31, 2023, total revenue was $30,571,637, an increase of $202,658 or 0.1% compared to $30,368,979 in 2022[251] - eVance business processed over $100,000,000 in gross transactions monthly, averaging approximately 1,400,000 transactions per month[243] Expenses - Processing and servicing costs decreased by $1,970,898 or 8.5% to $21,181,499 for the year ended December 31, 2023[252] - Salary and wage expense increased by $743,910 or 24.2% to $3,817,508 due to increased staff from the Cuentas SDI acquisition[255] - General and Administrative expense rose by $2,588,216 or 57.6% to $7,078,947, driven by increased insurance and processing fees[257] Net Loss - The company recognized a net loss of $23,273,939 for the year ended December 31, 2023, an increase of $15,486,670 compared to the previous year[259] Cash and Liquidity - Cash used for investing activities was $2,080,113, including $850,000 for the purchase of an 80.01% interest in Cuentas SDI, LLC[263] - At December 31, 2023, the company had cash of $179,006 and negative working capital of $5,413,927[265] - The company believes it has sufficient liquidity to sustain operations for at least twelve months following the filing of the Annual Report due to improved transaction volume trends and capital raises[270] Business Expansion - The company formed OLBit, Inc. and DMINT, Inc. to expand into money transmission and Bitcoin mining, respectively[247][248]

Revenue Performance - Total revenue for the three months ended September 30, 2023, was $9,694,440, an increase of $2,349,008 or 39.3% compared to $6,246,551 for the same period in 2022[141] - For the nine months ended September 30, 2023, total revenue was $24,661,041, an increase of $230,329 or 1% compared to $23,405,445 for the same period in 2022[148] - Cryptocurrency mining segment revenue for the three months ended September 30, 2023, was $95,667, compared to $161,249 for the same period in 2022[141] Expenses - Salary and wage expenses for the three months ended September 30, 2023, increased by $38,444 or 5.9% to $687,456 due to higher salaries and bonuses[143] - General and administrative expenses for the three months ended September 30, 2023, rose by $1,147,906 or 152.3% to $1,901,850, driven by increased insurance and contracted services costs[145] - Professional fees for the three months ended September 30, 2023, increased by $533,424 or 305.7% to $707,900, primarily due to litigation-related expenses[144] - Amortization and depreciation expense for the nine months ended September 30, 2023, was $2,699,496, a decrease of $694,798 or 3.9% compared to $2,794,731 for the same period in 2022[149] Net Loss - The company recorded a net loss of $1,801,738 for the three months ended September 30, 2023, compared to a net loss of $1,712,562 for the same period in 2022[147] - For the nine months ended September 30, 2023, the company reported a net loss of $5,008,411, an increase of $402,299 compared to a net loss of $4,606,112 for the same period in 2022[154] Cash Flow and Liquidity - The company received $1,964,977 in cash from operating activities, which included a net loss of $5,089,798 and adjustments for various expenses[155] - The company used $2,079,630 in investing activities, primarily for the acquisition of property and equipment and an 80.01% interest in Cuentas SDI, LLC for $850,000[156] - As of September 30, 2023, the company had cash of $87,783 and a working capital deficit of $2,329,626, with approximately $5,899,000 in outstanding liabilities[157] - The company believes it has sufficient liquidity to sustain operations for at least the next twelve months due to improving transaction volume trends and increased revenues from the acquisition of Cuentas SDI, LLC[158] Business Acquisition - The company acquired 80.01% of Cuentas SDI, LLC, which has approximately 31,600 locations in the U.S. to target underbanked communities[139] Transaction Volume - The eVance business processes over $100,000,000 in gross transactions monthly, averaging approximately 1,400,000 transactions per month[130]

Revenue Performance - Total revenue for the three months ended June 30, 2023, was $8,344,012, a decrease of $58,721 or 0.8% compared to $8,372,435 for the same period in 2022[138] - For the six months ended June 30, 2023, total revenue was $14,966,601, a decrease of $2,118,679 or 13.1% compared to $17,158,894 for the same period in 2022[145] - The company earned $7,755,248 in transaction and processing fees for the three months ended June 30, 2023, down from $7,813,969 in the same period of 2022, primarily due to the removal of approximately 700 non-compliant merchants[138] - Cryptocurrency mining segment revenue for the three months ended June 30, 2023, was $137,541, compared to $207,966 for the same period in 2022, indicating a decrease in performance[138] - The acquisition of Cuentas SDI, LLC contributed to an increase in revenues in June 2023[155] Expenses and Losses - Processing and servicing costs decreased by $2,462,169 or 19% from $12,930,278 in the prior period to $10,468,109 for the six months ended June 30, 2023, due to the same merchant removals[145] - Salary and wage expense for the three months ended June 30, 2023, was $692,480, an increase of $69,566 or 11.2% compared to $622,914 for the same period in 2022[140] - The company recorded a net loss of $587,818 for the three months ended June 30, 2023, compared to a net loss of $1,437,954 for the same period in 2022, reflecting an improvement in loss[144] - For the six months ended June 30, 2023, the company reported a net loss of $3,203,223, an increase of $309,673 compared to a net loss of $2,893,550 for the same period in 2022[151] - The company recognized a loss of $279,242 from the sale of cryptocurrency during the six months ended June 30, 2023[152] Cash Flow and Liquidity - Cash from operating activities for the six months ended June 30, 2023, was $1,002,249, which included a net loss of $3,204,948[152] - As of June 30, 2023, the company had cash of $133,777 and a working capital deficit of $2,136,160[154] - The company believes it has sufficient liquidity to sustain operations for at least the next twelve months due to improving transaction volume trends and positive cash flow in Q2 2023[155] Investments and Acquisitions - The company used $1,995,421 in investing activities, primarily for the acquisition of property and equipment and the purchase of an 80.01% interest in Cuentas SDI, LLC[153] - The company acquired 80.1% of Cuentas SDI, LLC, which focuses on marketing to underbanked communities, enhancing its service offerings[136] Other Financial Information - The company had total other expenses of $171,078 for the six months ended June 30, 2023, compared to other income of $393,179 for the same period in 2022[150] - The company had approximately $5,371,000 of outstanding liabilities as of June 30, 2023[154] - There were no subsequent events reported that would impact the financial outlook[157] Operational Developments - The company has integrated its OmniSoft applications with the eVance mobile payment gateway, currently used by approximately 3,000 merchants processing over $9,000,000 in monthly gross transactions[128] - The company plans to expand its cryptocurrency mining operations, aiming for a computing power of 500 petahash per second by the end of 2022[132]