OLB GROUP, INC. 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ Annual report pursuant to section 13 or 15( d ) of the Securities Exchange Act of 1934 For the Fiscal Year Ended December 31 , 2024 ☐ Transition report pursuant to section 13 or 15( d ) of the Securities Exchange Act of 1934 For the Transition Period from to Commission File Number: 000-52994 THE OLB GROUP INC. (Exact Name of Registrant as Specified in its Charter) Delaware 13-4188568 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1120 Avenue of the Americas , 4 th Floor , New York , NY 10036 (Address of Principal Executive Offices with Zip Code) Registrant’s telephone number, including area code (212) 278-0900 Securities registered pursuant to Section 12(b) of the Act: None. 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 The Nasdaq Capital Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ 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. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ State the aggregate market value of the voting and non-voting common equity held by non-affiliates: $ 3,343,377 based on 1,114,459 non affiliate shares outstanding at $3.00 per share, which is the price at which the registrant’s common shares were last sold on the last business day of the registrant’s most recently completed second fiscal quarter. As of April 7, 2025, there were 2,368,075 shares of the registrant’s common stock, par value $0.0001 per share, outstanding. EXPLANATORY NOTE This Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to the Annual Report on Form 10-K of The OLB Group, Inc. for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission (“SEC”) on April 15, 2025 (the “Original Filing”), is being filed solely to file Exhibits 23.1 and 23.2, the consent of RBSM LLP and Mac Accounting Group & CPAs, LLP. In addition, pursuant to the rules of the SEC, the exhibit list included herein reflects currently-dated certifications from the Company’s principal executive officer and principal accounting officer, which are filed as exhibits to this Amendment No. 1. Except for the foregoing amended information, this Amendment No. 1 does not amend or update any other information contained in the Original Filing or reflect any events that have occurred after the filing date of the Original Filing. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing. PART IV Item 15. Exhibits and Financial Statement Schedules and Reports on Form 10-K (a) List of documents filed as part of this Amendment No. 1: (1) Financial Statements No financial statements are filed with this Amendment No. 1. These items were included as part of the Original Filing. (2) Financial Statement Schedules None. (3) The following exhibits are either filed as part of this Annual Report on Form 10-K/A: 1 EXHIBIT INDEX Exhibit No. Description 23.1* Consent of RBSM LLP. 23.2* Consent of Mac Accounting Group & CPAs, LLP 31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of the Chief Executive Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of the Chief Financial Officer pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS* Inline XBRL Instance Document 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Inline Cover Page Interaction Data File (embedded within the Inline XBLR document) * Filed herewith. ** Furnished herewith. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K/A (Amendment No. 1) to be signed on its behalf by the undersigned. The OLB Group, Inc. Date: April 29, 2025 By: /s/ Ronny Yakov Ronny Yakov Chief Executive Officer Date: April 29, 2025 By: /s/ Rachel Boulds Rachel Boulds Chief Financial Officer 3