87 unchanged sentences
its business related to cryptocurrency-related lending and transactional business.
+Added: On July 2, 2021, the Company signed a non-binding letter of intent
+Added: to acquire a portfolio of CBD and other merchants that will utilize the Company’s SecurePay Payment Gateway to process payments.
+Added: The group of merchants to be acquired have reported annual transaction volume of greater than $300 million.
+Added: The transaction is anticipated
+Added: to add an accomplished and experienced sales channel to the OLB team, enabling further penetration into this growing sector in the United
+Added: The transaction is expected to close in the fourth quarter of 2021 however there can be no assurance that the company will
+Added: close this acquisition.
On July 23, 2021, the Company formed DMINT, Inc., a wholly owned subsidiary
8 unchanged sentences
of mining computers every quarter, whereby it would potentially have the computing power of 500 petahash per second by the end of 2022.
−Removed: The Company has also signed a
−Removed: non-binding letter of intent to acquire a portfolio of CBD and other merchants that will utilize the Company’s SecurePay Payment
−Removed: Gateway to process payments.
−Removed: The group of merchants to be acquired have reported annual transaction volume of greater than $300 million.
−Removed: The transaction is anticipated to add an accomplished and experienced sales channel to the OLB team, enabling further penetration into
−Removed: this growing sector in the United States.
−Removed: The transaction is expected to close in the fourth quarter of 2021 however there can be
−Removed: no assurance that the company will close this acquisition.
+Added: On October 25, 2021, the Board
+Added: approved entry by the Company into a share exchange agreement (“Agreement”) between the Company and all of the shareholders
+Added: of Crowd Ignition, Inc.
+Added: (“Crowd Ignition”) whereby the Company would purchase 100% of the equity of Crowd Ignition in exchange
+Added: for 1,318,408 shares of the common stock, par value $0.0001 of the Company (the “Shares”).
+Added: The value of the Shares was, for
+Added: purposes of the Agreement, based on the closing trading price of the Company on October 1, 2021 (the date on which a third-party fairness
+Added: opinion was issued), resulting in an aggregate purchase price for Crowd Ignition of $5.3 million.
+Added: Crowd Ignition is a web-based crowdfunding
+Added: software system.
+Added: Ronny Yakov, Chairman and CEO of the Company and John Herzog, a significant shareholder of the Company, own 100% of the
+Added: equity of Crowd Ignition.
+Added: The software provides broker-dealer, merchant banks and law firms a platform to market crowdfunding offerings,
+Added: collect payments and issue securities.
+Added: The software has been developed in response to, and to comply with, recent changes in investment
+Added: regulations including Regulation D 506(b) and 506(v), Regulation A+ and Title III of the Jobs Act (Regulation CF), including raising the
+Added: crowdfunding limit from $1.07 million to $5.0 million.
+Added: Crowd Ignition is one of only about 50 companies registered with the U.S.
+Added: and Exchange Commission (“SEC”) to provide the services permitted under Reg CF.
+Added: The transaction is expected to close by the
+Added: end of November 2021, subject to execution of the Agreement and customary closing conditions.
Results of Operations
2 unchanged sentences
from operations of The OLB Group, Inc.
−Removed: and its subsidiaries for the three and six months ended June 30, 2021 and 2020.
−Removed: Three Months Ended June 30, 2021 Compared
−Removed: to the Three Months Ended June 30, 2020
−Removed: For the three months ended
−Removed: June 30, 2021, we had total revenue of $2,833,572 compared to $2,000,035 of revenue for the three months ended June 30, 2020, an increase
−Removed: of $833,537 or 41.7%.
−Removed: We earned $2,666,049 in transaction and processing fees, $46,896 in merchant equipment rental and sales and $120,627
−Removed: in other revenue during the three months ended June 30, 2021, compared to $1,831,896 in transaction and processing fees, $18,548 in merchant
−Removed: equipment sales and $149,591 in other revenue during the three months ended June 30, 2020.
−Removed: The increase was a result of an increase in
−Removed: the amount of fees earned from merchant processing transactions and an increase in the number of rentals and sales of merchant equipment.
−Removed: For the three months ended June 30, 2021, we had processing
−Removed: and servicing costs of $2,098,745 compared to $1,294,604 of processing and servicing costs for the three months ended June 30, 2020.
+Added: and its subsidiaries for the three and nine months ended September 30, 2021 and 2020.
+Added: Three Months Ended September 30, 2021
+Added: Compared to the Three Months Ended September 30, 2020
+Added: For the three months ended September 30, 2021, we had total revenue
+Added: of $2,823,921 compared to $2,308,037 of revenue for the three months ended September 30, 2020, an increase of $551,233 or 22.4%.
+Added: $2,680,004 in transaction and processing fees, $32,787 in merchant equipment rental and sales and $111,130 in other revenue during the
+Added: three months ended September 30, 2021, compared to $2,128,771 in transaction and processing fees, $22,018 in merchant equipment sales
+Added: and $157,248 in other revenue during the three months September 30, 2020.
+Added: The increase in revenue was a result of an increase in the amount
+Added: of fees earned from merchant processing transactions and an increase in the number of rentals and sales of merchant equipment.
and servicing costs increased by $737,463 or 49.6%.
6 unchanged sentences
A decrease in revenue related to these items does not directly correspond to a decrease in expense.
−Removed: Amortization expense for the three months ended
−Removed: June 30, 2021 was $215,903 compared to $203,215 for the three months ended June 30, 2020, an increase of $12,688 or 6.2%.
−Removed: amortization expense on our merchant portfolio and trademarks.
−Removed: Salary and wage expense for the three months ended
−Removed: June 30, 2021 was $336,703 compared to $317,198 for the three months ended June 30, 2020, an increase of $19,505 or 6.1%.
−Removed: was as a result of a change in the Company’s payroll processing which resulted in an expense recognition earlier than the prior
−Removed: General and administrative expenses
−Removed: (“G&A”) for the three months ended June 30, 2021 was $848,368 compared to $380,888 for the three months ended June 30,
−Removed: 2020, an increase of $467,480 or 122.7%.
−Removed: In the current period, the increases were primarily due to increases of legal expenses of approximately
−Removed: $99,000 relating to ongoing litigation matters and legal advice relating to other Company business and an increase of our auditor fees
−Removed: of approximately $60,000, public relations and marketing expenses of approximately $160,000 and $82,000 of office expense.
−Removed: the Company has expanded its public relations and marketing campaigns to increase visibility in the investor community and merchant marketplace.
−Removed: It has contracted with outside consultants to perform the investor relations and marketing work.
−Removed: It is anticipated that the Company will
−Removed: continue to use these services for the remainder of 2021.
−Removed: the three months ended June 30, 2021, we incurred $0 of interest expense, compared to $314,745 for the three months ended June 30, 2020,
−Removed: a decrease of $314,745.
−Removed: The decrease in interest expense is due the conversion of all related party debt and the repayment of the Term
−Removed: Loan in March 2021.
−Removed: net loss for the three months ended June 30, 2021 was $666,136 compared to $510,409 for the three months ended June 30, 2020.
−Removed: an increase in our net loss of $155,727 for the reasons discussed above.
−Removed: Months Ended June 30, 2021 Compared to the Six Months Ended June 30, 2020
−Removed: For the six months ended June 30, 2021, we had total revenue of $5,059,976
−Removed: compared to $4,614,028 of revenue for the six months ended June 30, 2020, an increase of $587,938 or 14.1%.
−Removed: We earned $4,756,313 in transaction
−Removed: and processing fees, $65,403 in merchant equipment rental and sales and $238,260 in other revenue from monthly recurring subscriptions,
−Removed: during the six months ended June 30, 2021, compared to having earned $4,168,375 in transaction and processing fees, $38,810 in merchant
−Removed: equipment rental and sales and $406,843 in other revenue from monthly recurring subscriptions in the same period in the prior period.
−Removed: The increase was a result of an increase in the amount of fees earned from merchant processing transactions and an increase in the number
−Removed: of rentals and sales of merchant equipment.
−Removed: the six months ended June 30, 2021, we had processing and servicing costs of $3,646,019 compared to $3,015,017 of processing and servicing
−Removed: costs for the six months ended June 30, 2020.
−Removed: Processing and servicing costs increased by $631,002 or 20.93% because of the increase
−Removed: in the number of transactions processed during the period.
−Removed: expense for the six months ended June 30, 2021 was $431,807 compared to $406,429 for the six months ended June 30, 2020, an increase
+Added: Amortization expense for the three months ended September 30, 2021
+Added: was $269,475 compared to $222,090 for the three months ended September 30, 2020, an increase of $47,385 or 21.3%.
+Added: We recorded amortization
+Added: expense on our merchant portfolio acquired in April 2018, trademarks and mineral rights acquired in August 2021.
+Added: Our amortization expense
+Added: increased in the current period due to the acquisition of mineral rights of natural gas.
+Added: Salary and wage expense for the three months ended September 30, 2021
+Added: was $326,776 compared to $318,682 for the three months ended September 30, 2020, an increase of $8,094 or 2.5%.
+Added: General and administrative expenses (“G&A”) for the
+Added: three months ended September 30, 2021 was $904,314 compared to $706,430 for the three months ended September 30, 2020, an increase of
+Added: $197,884 or 28%.
+Added: In the current period, the increases were primarily due to increases of legal expenses of approximately $270,003 relating
+Added: to ongoing litigation matters and legal advice relating to other Company business and was offset by a decrease of our auditor fees of
+Added: approximately $74,940 and stock based compensation of $156,843.
+Added: During 2021, the Company has expanded its public relations and marketing
+Added: campaigns to increase visibility in the investor community and merchant marketplace.
+Added: The Company has contracted with outside consultants
+Added: to perform the investor relations and marketing work.
+Added: It is anticipated that the Company will continue to use these services for the remainder
+Added: of 2021 and into 2022.
+Added: For the three months ended September 30, 2021, we incurred $0 of interest
+Added: expense, compared to $233,211 for the three months ended September 30, 2020, a decrease of $233,211.
+Added: The decrease in interest expense
+Added: is due the conversion of all related party debt and the repayment of the Term Loan in March 2021.
+Added: Our net loss for the three months ended September 30, 2021 was $900,351
+Added: compared to $657,358 for the three months ended September 30, 2020.
+Added: We had an increase in our net loss of $242,993 for the reasons discussed
+Added: Nine Months Ended September 30, 2021
+Added: Compared to the Nine Months Ended September 30, 2020
+Added: For the nine months ended September 30, 2021, we
+Added: had total revenue of $7,883,897 compared to $6,922,065 of revenue for the nine months ended September 30, 2020, an increase of $1,139,171
+Added: We earned $7,436,317 in transaction and processing fees, $98,190 in merchant equipment rental and sales and $349,390 in other
+Added: revenue from monthly recurring subscriptions, during the nine months ended September 30, 2021, compared to having earned $6,297,146 in
+Added: transaction and processing fees, $60,828 in merchant equipment rental and sales and $564,091 in other revenue from monthly recurring
+Added: subscriptions in the same period in the prior period.
+Added: The increase was a result of an increase in the amount of fees earned from merchant
+Added: processing transactions and an increase in the number of rentals and sales of merchant equipment.
+Added: For the nine months ended
+Added: September 30, 2021, we had processing and servicing costs of $5,869,739_ compared to $4,501,274 of processing and servicing costs for
+Added: the nine months ended September 30, 2020.
+Added: Processing and servicing costs increased by $1,368,465 or 30.4% because of the increase in the
+Added: number of transactions processed during the period.
+Added: Amortization expense for the nine months ended September 30, 2021 was
+Added: $701,282 compared to $628,519 for the nine months ended September 30, 2020, an increase of $72,763 or 11.5%.
+Added: We recorded amortization
+Added: expense on our merchant portfolio, trademarks and mineral rights.
+Added: Our amortization expense increased in the current period due to the
+Added: acquisition of mineral rights of natural gas.
+Added: Salary and wage expense for the nine months ended
+Added: September 30, 2021 was $1,483,570 compared to $1,036,068 for the nine months ended September 30, 2020, an increase of $447,502 or 43.2%.
+Added: Salary and wage expense increased in the current period due to bonuses paid to our CEO and President for the Company’s performance
+Added: in 2020 and 2021.
+Added: G&A expense for the nine months ended September
+Added: 30, 2021 was $2,378,951 compared to $1,602,685 for the nine months ended September 30, 2020, an increase of $776,266 or 33.6%.
+Added: current period, the increases were primarily due to increases of legal expenses of approximately $682,000 relating to ongoing litigation
+Added: matters, legal costs relating to the prepayment of the Term Loan and attorney fees relating to other Company business.
+Added: This increase was
+Added: partially offset by a decrease in our audit fees of approximately $324,000 during the current period compared with the prior period.
+Added: For the nine months ended
+Added: September 30, 2021, we incurred $119,736 of interest expense, compared to $865,397 for the nine months ended September 30, 2020, a decrease
of $748,661 or 198%.
−Removed: We recorded amortization expense on our merchant portfolio and trademarks.
−Removed: and wage expense for the six months ended June 30, 2021 was $1,156,794 compared to $717,386 for the six months ended June 30, 2020, an
−Removed: increase of $439,408 or 61.2%.
−Removed: Salary and wage expense increased in the current period due to bonuses paid to our CEO and President for
−Removed: the Company’s performance in 2020 and 2021.
−Removed: G&A expense for the six months ended June 30, 2021 was $1,474,637 compared
−Removed: to $896,255 for the six months ended June 30, 2020, an increase of $578,382 or 64.,5%.
−Removed: In the current period, the increases were primarily
−Removed: due to increases of legal expenses of approximately $245,000 relating to ongoing litigation matters, legal costs relating to the prepayment
−Removed: of the Term Loan and attorney fees relating to other Company business.
−Removed: This increase was partially offset by a decrease in our audit
−Removed: fees of approximately $56,000 during the current period compared with the prior period.
−Removed: the six months ended June 30, 2021, we incurred $116,736 of interest expense, compared to $621,196 for the six months ended June 30,
−Removed: 2020, a decrease of $504,460 or 432.1%.
−Removed: The decrease in interest expense is due to the conversion of all related party debt and the
−Removed: repayment of the Term Loan.
−Removed: net loss for the six months ended June 30, 2021 was $1,765,993 compared to $1,052,616 for the six months ended June 30, 2020.
−Removed: an increase in our net loss of $713,377 for the reasons discussed above.
−Removed: and Capital Resources
−Removed: and Uncertainties
−Removed: Company’s future financial condition and results of operations may be adversely affected by the continued prolongation of the COVID-19
−Removed: pandemic and any need to institute additional business capacity restrictions or temporary closures.
−Removed: New York and Atlanta areas, which include the location of the Company’s corporate headquarters and its operations business, have
−Removed: experienced and continue to experience a significant impact of the COVID-19 pandemic in the U.S.
−Removed: The Company continues to follow the
−Removed: recommendations of local health authorities to minimize exposure risk for its employees and visitors.
−Removed: However, the scale and scope and
−Removed: duration of the ongoing pandemic remains unknown, and the ongoing business disruption and related financial impact cannot be reasonably
−Removed: estimated at this time as different states have different regulations relating to business capacity.
−Removed: While the Company has implemented
−Removed: specific business continuity plans to reduce the potential impact of the ongoing COVID-19 pandemic during 2021 and believe that its business
−Removed: being principally operated using digital platforms, in the long-term, will suffer minimal negative impact, there is no guarantee that
−Removed: the Company’s continuity plan will be successful, that the Company’s merchants will meet the number of forecasted transactions
−Removed: due to a change in consumer activity around point of sale purchasing resulting from the temporary closure of businesses.
−Removed: In 2020 and the first six months
−Removed: of 2021, the Company continued to experience certain disruptions to its business and disruptions for the Company’s customers and
−Removed: merchants, along with closures, that may materially affect the number of transactions processed by the Company.
+Added: The decrease in interest expense is due to the conversion of all related party debt and the repayment of the Term
+Added: We also recognized a loss of $4,499,952 for the fair value of warrants that were issued.
+Added: Our net loss for the nine months ended September 30, 2021 was $2,666,347
+Added: compared to $1,709,974 for the nine months ended September 30, 2020.
+Added: We had an increase in our net loss of $956,373 for the reasons discussed
+Added: Liquidity and Capital Resources
+Added: Trends and Uncertainties
+Added: The Company’s
+Added: future financial condition and results of operations may be adversely affected by the continued prolongation of the COVID-19 pandemic
+Added: and any need to institute additional business capacity restrictions or temporary closures.
+Added: The New York and Atlanta areas,
+Added: which include the location of the Company’s corporate headquarters and its operations business, have experienced and continue to
+Added: experience a significant impact of the COVID-19 pandemic in the U.S.
+Added: The Company continues to follow the recommendations of local health
+Added: authorities to minimize exposure risk for its employees and visitors.
+Added: However, the scale and scope and duration of the ongoing pandemic
+Added: remains unknown, and the ongoing business disruption and related financial impact cannot be reasonably estimated at this time as different
+Added: states have different regulations relating to business capacity.
+Added: While the Company has implemented specific business continuity plans
+Added: to reduce the potential impact of the ongoing COVID-19 pandemic during 2021 and believe that its business being principally operated using
+Added: digital platforms, in the long-term, will suffer minimal negative impact, there is no guarantee that the Company’s continuity plan
+Added: will be successful, that the Company’s merchants will meet the number of forecasted transactions due to a change in consumer activity
+Added: around point of sale purchasing resulting from the temporary closure of businesses.
+Added: In 2020 and the first nine
+Added: months of 2021, the Company continued to experience certain disruptions to its business and disruptions for the Company’s customers
+Added: and merchants, along with closures, that may materially affect the number of transactions processed by the Company.
Similarly, the COVID-19
−Removed: pandemic could have a long-term impact on the Company’s customers and/or merchants during the second six months of 2021 which could
−Removed: reduce their demand for Company products, if pre-pandemic levels of purchasing activity does not resume.
−Removed: The extent to which the COVID-19
−Removed: pandemic or any other health epidemic may impact the Company’s results for 2021 and beyond will depend on future developments, which
−Removed: are highly uncertain and cannot be predicted, including the impact of vaccinations, the impact of the reopening of international travel
−Removed: and new information which may emerge concerning the severity of the economic impact of the response to the COVID-19 pandemic on the retail
−Removed: and service industries where the Company has many customers and merchants.
−Removed: Accordingly, the COVID-19 pandemic could continue to have a
−Removed: material adverse effect on the Company’s business, results of operations, financial condition and prospects during 2021 and beyond.
−Removed: Although the reopening of businesses did result in an increase in transactions using the Company’s products to pre-pandemic levels,
−Removed: there can be no assurance that the business will continue to see transaction valume at or above pre-pandemic levels.
−Removed: in Cash Flows
−Removed: For the six months ended June 30, 2021, $1,279,545 of cash was used
−Removed: by operating activities, which included our net loss, offset by $373,850 for amortization and depreciation expense, $153,488 for stock-based
−Removed: compensation $60,458 of operating lease expense and net changes in operating assets and liabilities of $101,348.
−Removed: the six months ended June 30, 2021 and 2020, we used $0 and $125,000 for investment activities.
−Removed: For the six months ended June 30, 2021, we used net cash of $493,889
−Removed: in financing activities.
+Added: pandemic could have a long-term impact on the Company’s customers and/or merchants during the remainder of 2021 which could reduce
+Added: their demand for Company products, if pre-pandemic levels of purchasing activity does not resume.
+Added: The extent to which the COVID-19 pandemic
+Added: or any other health epidemic may continue to impact the Company’s results for 2021 and beyond will depend on future developments,
+Added: which are highly uncertain and cannot be predicted, including the impact of vaccinations, the impact of the reopening of international
+Added: travel and new information which may emerge concerning the severity of the economic impact of the response to the COVID-19 pandemic on
+Added: the retail and service industries where the Company has many customers and merchants.
+Added: Accordingly, the COVID-19 pandemic could continue
+Added: to have a material adverse effect on the Company’s business, results of operations, financial condition and prospects during 2021
+Added: Although the reopening of businesses did result in an increase in transactions using the Company’s products to pre-pandemic
+Added: levels, there can be no assurance that the business will continue to see transaction volume at or above pre-pandemic levels.
+Added: any prolonged impact of the pandemic on the Company’s other businesses is likely to have an immaterial or no impact.
+Added: Changes in Cash Flows
+Added: For the nine months ended September 30, 2021, $1,602,406 of cash was
+Added: used by operating activities, which included our net loss, offset by $744,389 for amortization and depreciation expense, $232,965 for
+Added: stock-based compensation $34,859 of operating lease expense and net changes in operating assets and liabilities of $51,728.
+Added: For the nine months ended
+Added: September 30, 2021 and 2020, we used $6,068,300 and $125,000 for investment activities.
+Added: During the current year we purchased $93,300 of
+Added: office equipment and $5,910,000 of mining equipment for our DMINT subsidiary.
+Added: For the nine months ended September 30, 2021, we received net cash
+Added: of $5,009,270 in financing activities.
$7,654,845 was repaid on our loan to GACP.
−Removed: We received a total of $7,160,940 from the exercise of warrants issued
−Removed: in the Offering and $16 from the exercise of options.
−Removed: and Capital Resources
−Removed: June 30, 2021, the Company had cash of $2,051,057 and working capital of $1,924,373.
−Removed: For the three and six months ended June 30, 2021,
−Removed: the Company’s net loss was $666,136 and $1,765,993, respectively.
−Removed: August 11, 2020, the Company closed an offering of its securities (the “Offering”) for gross proceeds of $6.45 million.
−Removed: Company sold 700,000 units consisting of (a) one share of our common stock;
−Removed: (b) two Series A Warrants, and (c) one-half of
−Removed: one Series B warrant.
−Removed: In addition, the underwriter fully exercised its option to purchase 210,000 Series A warrants and 52,500 Series
−Removed: March 2, 2021, the Company utilizing a portion of funds received upon the exercise of outstanding warrants, paid approximately $7.7
−Removed: million to the Agent under the Credit Agreement (the “Prepayment”).
−Removed: This Prepayment resulted in the discharge in full of
−Removed: all of the obligations under the Credit Agreement.
−Removed: In connection with the extinguishment of the obligations under the Credit Agreement,
−Removed: 40,000 warrants to purchase Common Stock were cancelled.
−Removed: At June 30, 2021, the Company had approximately $967,000 of outstanding
−Removed: addition, the Company has received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP
−Removed: The Paycheck Protection Program provides that the use of PPP Loan proceeds was limited to certain qualifying
−Removed: expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act.
−Removed: The Company believes
−Removed: it has used the PPP Loan for permitted uses whereby it will be forgiven in full, although no assurance can be given that
−Removed: the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan.
+Added: We received a total of $7,160,940 from the exercise
+Added: of warrants issued in the Offering, $16 from the exercise of options and we netted $5,461,552 of cash from the sale of common stock and
+Added: Liquidity and Capital Resources
+Added: At September 30, 2021, the Company had cash of $1,163,055 and working
+Added: capital of $869,443.
+Added: For the three and nine months ended September 30, 2021, the Company’s net loss was $900,354 and $2.666,347,
+Added: respectively.
+Added: At September 30, 2021, the Company
+Added: had approximately $838,000 of outstanding liabilities.
+Added: On August 11, 2020, the Company
+Added: closed an offering of its securities (the “Offering”) for gross proceeds of $6.45 million.
+Added: The Company sold 700,000 units
+Added: consisting of (a) one share of our common stock;
+Added: (b) two Series A Warrants, and (c) one-half of one Series B warrant.
+Added: addition, the underwriter fully exercised its option to purchase 210,000 Series A warrants and 52,500 Series B warrants.
+Added: On March 2, 2021, the Company
+Added: utilizing a portion of funds received upon the exercise of outstanding warrants, paid approximately $7.7 million to the Agent under the
+Added: Credit Agreement (the “Prepayment”).
+Added: This Prepayment resulted in the discharge in full of all of the obligations under the
+Added: Credit Agreement.
+Added: In connection with the extinguishment of the obligations under the Credit Agreement, 40,000 warrants to purchase Common
+Added: Stock were cancelled.
+Added: On August 18, 2021, the
+Added: Company sold, in a registered direct offering, an aggregate of 1,418,605 shares of common stock and in a concurrent private placement,
+Added: warrants to purchase up to 1,418,605 shares of Common Stock, at an aggregate purchase price of $4.30 per Share and associated Warrant.
+Added: The Warrants will be exercisable six months from the date of issuance at an exercise price of $5.42 per share and will expire five and
+Added: one-half years following the initial date of issuance.
+Added: As a result of the transactions, the Company received gross proceeds of approximately
+Added: $6.1 million and net proceeds of $[ ] million
+Added: On November 2, 2021, the Company sold, in a private placement (the
+Added: “Private Placement”), (i) 1,969,091 shares (the “Shares”) of the Company’s common stock, par value $0.0001
+Added: per share (the “Common Stock”), (ii) pre-funded warrants (the “Prefunded Warrants”) exercisable for a total of
+Added: 2,576,364 shares of Common Stock (the “Prefunded Warrant Shares”) with an exercise price of $0.0001 per Prefunded Warrant
+Added: Share, and (iii) warrants (the “Common Warrants”) exercisable for a total of 4,545,455 shares of Common Stock (the “Common
+Added: Warrant Shares” and together with the Prefunded Warrant Shares, the “Warrant Shares”) with an exercise price of $6.50
+Added: per Common Warrant Share.
+Added: The Private Placement closed on November 5, 2021.
+Added: The purchase price of each share of Common Stock and associated
+Added: Common Warrant was $5.50 and the purchase price of each Prefunded Warrant and associated Common Warrant was $5.4999.
+Added: Subject to certain
+Added: ownership limitations, the Common Warrants are immediately exercisable upon issuance and will expire on the five year anniversary of the
+Added: effective date of the initial registration statement filed under the Registration Rights Agreement (as defined below).
+Added: The Prefunded Warrants
+Added: are immediately exercisable upon issuance and may be exercised at any time until all of the Prefunded Warrants are exercised in full.
+Added: From the Private Placement, the Company received gross proceeds of approximately $25 million and net proceeds of $22.9 million.
+Added: In addition, the Company has
+Added: received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP Loan”).
+Added: Protection Program provides that the use of PPP Loan proceeds was limited to certain qualifying expenses and may be partially
+Added: or wholly forgiven in accordance with the requirements set forth in the CARES Act.
+Added: The Company received notice on October 11, 2021 that
+Added: the PPP Loan had been entirely forgiven.
The Company has reviewed projected operating cash flows for 2021 and
2 unchanged sentences
As a result of the improved transaction volume trends the Company
−Removed: experienced in the six month period ended June 30, 2021, as well as the funds received from the capital raises discussed above, the Company
−Removed: believes it has sufficient liquidity in order to sustain operations for at least of the following twelve months.
+Added: experienced in the nine month period ended September 30, 2021, as well as the funds received from the capital raises discussed above,
+Added: including those received following the nine month period ended September 30, 2021, the Company believes it has sufficient liquidity in
+Added: order to sustain operations for at least of the following twelve months.
The Company has plans to grow
3 unchanged sentences
acquisitions.
−Removed: In order for the Company to execute all of its future plans to do business in the cryptocurrency marketplace and to make
−Removed: acquisitions, it will be necessary to obtain additional capital.
−Removed: This can be done by the sale of equity or debt securities or obtaining
−Removed: There can however be no assurances that the company will be able to raise additional funds to expand its crypto currency business.
−Removed: Accounting Policies
−Removed: to our Form 10-K for the year ended December 31, 2020, for a full discussion of our critical accounting policies.
−Removed: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
−Removed: are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide
−Removed: the information under this Item.
+Added: In addition, the Company plans to expand its payment processing business with the CBD merchant acquisitions and expand its
+Added: crowd funding platform with the acquisition of Crowd Ignition.
+Added: In order for the Company to execute all of its future plans to do business
+Added: in the cryptocurrency marketplace and to make acquisitions, it may be necessary to obtain additional capital.
+Added: This can be done by the
+Added: sale of equity or debt securities or obtaining a loan.
+Added: There can however be no assurances that the company will be able to raise additional
+Added: funds to expand its cryptocurrency business or any of the acquired businesses.
+Added: Critical Accounting Policies
+Added: Refer to our Form 10-K for
+Added: the year ended December 31, 2020, for a full discussion of our critical accounting policies.
+Added: QUANTITATIVE AND QUALITATIVE DISCLOSURES
+Added: ABOUT MARKET RISK
+Added: We are a smaller reporting
+Added: company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.