What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-28 compared with 2021-03-30 · 25 added, 216 removed, 11 unchanged (96% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

August 11, 2020, our common stock was trading under the symbol “OLB”

on the NASDAQ Capital Market (“NASDAQ”).

Prior to August 11, 2020, our common stock was quoted under the symbol “OLBG”

on the Pink Open Market (f/k/a OTC Pink)

published by OTC Markets Group, Inc.

(“OTC Pink”), where an established public trading market for our common stock

did not exist.

The range of reported high and reported low sales prices per share for our common stock for each fiscal quarter

during 2020 and 2019, as reported by NASDAQ and the OTC Markets Group, is set forth below.

common stock Price Ranges

Market for Registrant’s Common

Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

After August 11, 2020, our common stock was trading

under the symbol “OLB” on the NASDAQ Capital Market (“NASDAQ”).

Prior to August 11, 2020, our common stock was

quoted under the symbol “OLBG” on the Pink Open Market (f/k/a OTC Pink) published by OTC Markets Group, Inc.

(“OTC Pink”),

where an established public trading market for our common stock did not exist.

The range of reported high and reported low sales prices

per share for our common stock for each fiscal quarter during 2021 and 2020, as reported by NASDAQ and the OTC Markets Group, is set forth

Quarterly common stock Price Ranges

Fiscal Year 2021, Quarter Ended:

8 unchanged sentences

December 31, 2020

March 22, 2021 there were approximately 367 holders of record of our common stock, although we believe that there are other persons

who are beneficial owners of our common stock held in street name.

The transfer agent and registrar for our common stock is Transfer

Online, Inc., 317 SW Alder Street, 2nd Floor Portland, OR 97204.

At March 18, 2022 there were approximately 368

holders of record of our common stock, although we believe that there are other persons who are beneficial owners of our common stock

held in street name.

The transfer agent and registrar for our common stock is Transfer Online, Inc., 317 SW Alder Street, 2nd Floor Portland,

Their telephone number is (503) 227-2950.

have never paid any cash dividends and intend, for the foreseeable future, to retain any future earnings for the development of

our business.

Our Board of Directors will determine our future dividend policy on the basis of various factors, including our

results of operations, financial condition, capital requirements and investment opportunities.

Issuance of Unregistered Securities

Authorized for Issuance Under Equity Compensation Plans

Selected Financial data

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

Management’s Discussion and Analysis of Financial Condition and Results of Operation

following discussion and analysis of our consolidated financial condition and results of operations for years ended December 31,

2020 and 2019 should be read in conjunction with the consolidated financial statements and notes related thereto included

elsewhere in this report and with the unaudited pro forma condensed combined financial information included in this Item 7.

are a FinTech company and PayFac that focuses on a suite of products in the merchant services and payment facilitator verticals

that seeks to provide integrated business solutions to merchants throughout the United States.

We seek to accomplish this

by providing merchants with a wide range of products and services through our various online platforms, including financial and

transaction processing services.

We also have products that provide support for crowdfunding and other capital raising initiatives.

We supplement our online platforms with certain hardware solutions that are integrated with our online platforms.

functions primarily through three wholly-owned subsidiaries, eVance, OmniSoft, and CrowdPay, though substantially all of

our revenue has been generated from our eVance business (we began generating revenue from our OmniSoft and CrowdPay businesses

in the second half of 2019).

We expect to build out our OmniSoft software business and to rely more on our PayFac model for revenue

so that we are not dependent on our revenue from our eVance business but there is no guarantee that we will be able to do so.

respect to our eVance business, our merchants are currently processing over $82,000,000 in gross transactions monthly and average

approximately 1,400,000 transactions a month.

These transactions come from a variety of sources including direct accounts and

ISO channels.

The accounts consist of businesses across the United States with no concentration of industries or merchants.

have integrated all the applications for OmniSoft and the ShopFast Omnicommerce solution with the eVance mobile payment gateway,

SecurePay.comTM.

SecurePay.comTM, is currently used by approximately 3,000 merchants processing over 32,000 transactions and approximately

$9,000,000 of monthly gross transactions (though our revenue from these transactions is limited).

In July 2019, we launched a

new merchant and ISO boarding system that will be able to onboard merchants instantly.

This will provide the merchant with an

automated approval and ISOs will have the ability to see all their merchants and their residuals as they load to the system.

May 22, 2020, the Company purchased certain assets from POSaBIT Inc.

(“POSaBIT”), including its contracts and

arrangements with the Doublebeam merchant payment processing platform (the “POSaBIT Asset Acquisition”).

included, but were not limited to, software source codes, customer lists, customer contracts, hardware and website domains.

of Operations

Ended December 31, 2020 Compared to the Year Ended December 31, 2019

the year ended December 31, 2020, we had total revenue of $9,766,621 compared to $10,291,524 of revenue for the year ended December

31, 2019, a decrease of $524,903 or 5.1%.

We earned $8,358,459 in transaction and processing fees, $88,538 in merchant equipment

sales and $1,319,624 in other revenue from monthly recurring subscriptions, compared to $10,177,931 in transaction and processing

fees, $88,797 in merchant equipment sales and $24,796 in other revenue during the prior year.

transaction and processing fee revenue decreased $1,819,475 in the current year primarily due to merchant attrition and the initial

impact of the COVID-19 pandemic and the reduction in transactions processed while businesses were closed and customers stayed

While the volume of processing transactions by merchants in March 2020 was relatively in-line with the Company’s

expectations that the number of transactions during March would be below the prior year because states in the United States began

to implement stay-at-home orders, the number of transactions and resulting revenue was approximately 15% lower in March than

in February and 30% lower in April than in March.

In May, when some states began to reopen businesses and relax stay-at-home orders,

the number of transactions increased whereby they were 5% higher than in April, and in June, transactions were 7% higher than

July, August and September have shown month over month increases of 3%, 3% and 7% respectively.

This trend continued through

the year-end with the three months ended December 31, 2020 increasing 4% compered to the three months ended September 30, 2020.

the year ended December 31, 2020, we had processing and servicing costs of $6,003,931 compared to $6,723,666 of processing and

servicing costs for the year ended December 31, 2019.

Processing and servicing costs decreased by $719,735 or 10.7% because of

the decrease in the number of transactions processed during the period and the reasons discussed above relating to the COVID-19

expense for the year ended December 31, 2020 was $844,423 compared to $812,857 for the year ended December 31, 2019, an increase

of $31,566 or 3.9%.

We record amortization expense on our merchant portfolio and trademarks.

and wage expense for the year ended December 31, 2020 was $1,363,451 compared to $1,490,762 for the year ended December 31, 2019,

a decrease of $127,311 or 8.5%.

Salary and wage expense decreased in the current period due to the reductions in our sales force,

and other personnel made during 2019 and 2020 and not replaced in 2020.

and Administrative (“G&A”) expense for the year ended December 31, 2020 was $2,289,521 compared to $1,533,102

for the year ended December 31, 2019, an increase of $756,419 or 49.3%.

Some of our larger G&A expenses included rent, stock-based

compensation, professional fees and computer and internet expense.

In the current period we incurred additional professional fees

related to the completions of our public offering and amendments to our senior and subordinated loans.

Audit fees were increased

by approximately $39,000 and legal and other professional fees increased by approximately $123,000.

We also recognized an additional

$237,000 of stock-based compensation in the current year.

the year ended December 31, 2020, we incurred $1,043,933 of interest expense, compared to $1,249,154 for the year ended December

31, 2019, a decrease of $205,221 or 45.1%.

The decrease in interest expense is primarily due the conversion of all related party

debt during the third quarter of 2020.

net loss for year ended December 31, 2020 was $1,776,727 compared to $1,343,412 for year ended December 31, 2019.

We had an increase

in our net loss of $428,332 for the reasons discussed above.

and Uncertainties

Company’s financial condition and results of operations for the next fiscal year 2021 may be adversely affected

by the recent COVID-19 outbreak.

New York and Atlanta areas, including the location of the Company’s corporate headquarters and its operations business,

continue to experience significant impact of the COVID-19 outbreak in the U.S.

The Company is currently following the recommendations

of local health authorities to minimize exposure risk for its employees and visitors.

However, the scale and duration of this

pandemic is unknown, and the duration of the business disruption and related financial impact cannot be reasonably estimated at

While the Company is currently implementing specific business continuity plans to reduce the potential impact of COVID-19

during 2021 and believe that its business being principally operated using digital platforms, in the long-term, will suffer minimal

ongoing negative impact, there is no guarantee that the Company’s continuity plan will be successful, that the Company’s

merchants will meet the number of forecasted transactions due to a change in consumer activity around point of sale purchasing

resulting from the temporary closure of businesses.

2020, the Company experienced certain disruptions to its business and disruptions for the Company’s customers and merchants

that may materially affect the number of transactions processed by the Company.

The extent to which COVID-19 or any other health

epidemic may impact the Company’s results for 2021 and beyond will depend on future developments, which are highly uncertain

and cannot be predicted, including new information which may emerge concerning the severity of the economic impact of the response

to the COVID-19 pandemic.

Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results

of operations, financial condition and prospects during 2021 and beyond.

and Capital Resources

in Cash Flows

the year ended December 31, 2020, we used $327,267 of cash in operating activities, which included our net loss offset by $861,269

for amortization and depreciation expense, $502,105 for stock-based compensation, and net changes in operating assets and liabilities

the year ended December 31, 2019, $244,868 in cash was provided by operating activities, which included our net loss offset by

$842,149 for amortization and depreciation expense, $265,050 for stock-based compensation and net changes in operating assets

and liabilities of $481,081.

the year ended December 31, 2020 we used $150,000 of cash used for investing activities.

The $150,000 represents the purchase

price in connection with the POSaBIT Asset Acquisition.

For the year ended December 31, 2019, no cash was used for investing activities.

the year ended December 31, 2020, we received net cash of $3,794,142 from financing activities.

$1,845,155 was repaid on our loan

We received $236,231 from the Paycheck Protection Program loan under the CARES Act and a total of $5,192,761 from the

sale of stock and warrants.

For the year ended December 31, 2019, $151,616 in cash was provided by financing activities.

$361,467 from related party loans which was offset by $210,305 of deferred offering costs.

and Capital Resources

December 31, 2020, the Company had cash of $3,824,491 and working capital of $3,205,807.

connection with the response to the COVID-19 pandemic in the United States, the Company has experienced disruptions to its business

and has observed disruptions with its customers and merchants, which has resulted in a decline in transaction volume.

volume of processing transactions by merchants in March was relatively in-line with the Company’s expectations that

the number of transactions during March would be below the prior year because states in the United States began to implement stay-at-home orders,

the number of transactions and resulting revenue was approximately 15% lower in March than in February and 30% lower in April

than in March.

In May, when some states began to reopen businesses and relax stay-at-home orders, the number of transactions increased

whereby they were 5% higher than in April, and in June, transactions were 7% higher than May.

July, August and September have

shown month over month increases of 3%, 3% and 7%, respectively.

The Company’s revenue during the period of time decreased

and then increased in the amount of similar to the percentage of month-to-month transaction volume.

Company’s revenue during the period of time decreased and then increased in the amount similar to the percentage of month-to-month

transaction volume.

Despite recent increases in volume, the Company estimates that the number of transactions will continue to

stay at a depressed level, along with revenues, until the economic impact of and response to the COVID-19 pandemic allows

customers to make more point of purchase transactions for merchants, customers become more comfortable shopping in stores and/or

more merchants provide for additional contactless and online purchase options.

The anticipated amount of decline from prior year

is unknown, but it will be impacted by when consumers return to the level of purchasing that occurred in the prior year and before

the pandemic.

However, additional closings and reopenings of businesses or if additional businesses cease to operate in the future

will likely result in a month over month decline and then increase similar to what occurred in March through June 2020.

August 11, 2020, the Company closed an offering of its securities (the “Offering”) for gross proceeds of $6.45 million.

The Company sold 700,000 units consisting of (a) one share of our common stock;

(b) two Series A Warrants, and (c) one-half of

one Series B warrant.

In addition, the underwriter fully exercised its option to purchase 210,000 Series A warrants and 52,500

Series B warrants.

While 20% of the net proceeds of $5.5 million was used to repay a portion of our outstanding Term Loan, immediately

following the Offering, the Company had cash of $5.6 million on hand.

As such, the Company believes it will be able fund future

liquidity and capital requirements through cash flows generated from its operating activities for a period of at least twelve

months from the date its condensed consolidated financial statements are issued.

August 11, 2020, Mr.

Herzog converted $3,612,940 of indebtedness into 3,612 shares of Series A Preferred Stock (the terms of which

are described below) and 802,875 Series A Conversion Warrants with an exercise price of $9.00 and 200,719 Series B Conversion

Warrants with an exercise price of $4.50.

on August 11, 2020, Mr.

Yakov converted $1,021,512 of indebtedness into 1,021 shares of Series A Preferred Stock (the terms of

which are described below) and 227,003 Series A Conversion Warrants with an exercise price of $9.00 and 56,751 Series B Conversion

Warrants with an exercise price of $4.50.

March 2, 2021, the Company, utilizing a portion of funds received upon the exercise of outstanding warrants, paid approximately

$7.7 million to the Agent under the Credit Agreement (the “Prepayment”).

This Prepayment resulted in the discharge

in full of all of the obligations under the Credit Agreement.

In connection with the extinguishment of the obligations under the

Credit Agreement, 40,000 warrants to purchase Common Stock were cancelled.

the payment and discharge of the Term Loan and conversion of indebtedness held by Messrs.

Herzog and Yakov, the Company has approximately

$549,200 of outstanding liabilities.

addition, the Company has received a Paycheck Protection Program loan under the CARES Act for approximately $236,000 (the “PPP

Loan”).

The Paycheck Protection Program provides that the use of PPP Loan proceeds was limited to certain

qualifying expenses and may be partially or wholly forgiven in accordance with the requirements set forth in the CARES Act.

Company believes it has used the PPP Loan for permitted uses whereby it will be forgiven in full, although no assurance

can be given that the Company will obtain forgiveness of all or any portion of amounts due under the PPP Loan.

Company has reviewed its cash flow for 2020, projected operating cash flows for 2021 and an overall analysis of market trends

to determine whether or not it has sufficient liquidity to continue as a going concern for a period of at least twelve months

from the date of this Annual Report.

As a result of the improved transaction volume trends the Company experienced in the

six month period ended December 31, 2020, as well as the funds received from the capital raises discussedabove, the Company believes

it has sufficient liquidity in order to sustain operations for at least of the following twelve months.

Sheet Arrangements

of December 31, 2020, there were no off-balance sheet arrangements that have or are reasonably likely to have a current or future

effect on its financial condition, changes in financial condition, and results of operations, liquidity or capital resources.

Accounting Policies

to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies

and recently adopting and issued accounting standards.

Quantitative and Qualitative Disclosures about Market Risk

are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide

the information under this item.

Dividend Policy

We have never paid any cash dividends and intend,

for the foreseeable future, to retain any future earnings for the development of our business.

Our Board of Directors will determine our

future dividend policy on the basis of various factors, including our results of operations, financial condition, capital requirements

and investment opportunities.

Recent Issuance of Unregistered Securities

Securities Authorized for Issuance Under Equity

Compensation Plans

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.

What changed 10-K

Item 5. Market for Registrant’s Common Equity