38 unchanged sentences
weaknesses in our internal control over financial reporting:
−Removed: Company has an insufficient control environment.
−Removed: Specifically, the Company lacks policies to ensure they maintain adequate documentation,
−Removed: the Company does not have a formal process or policy to ensure there is adequate documentation of board approval for related party transactions,
−Removed: and the Company’s board does not include an independent financial expert.
−Removed: Company lacks adequate accounting processes and controls.
−Removed: Specifically, the Company does not have appropriate reviews, reconciliations,
−Removed: or financial close processes to ensure the financial statements are free from material misstatement.
−Removed: Company lacks adequate accounting resources.
−Removed: Specifically, the Company does not have the processes and resources to ensure complex analysis
−Removed: of accounting issues, requiring high levels of accounting knowledge and expertise, is completed timely or in sufficient detail.
+Added: The Company has an insufficient control environment.
+Added: Specifically, the Company lacks policies to ensure they maintain adequate documentation, the Company does not have a formal process or policy to ensure there is adequate documentation of board approval for related party transactions, and the Company’s board does not include an independent financial expert.
+Added: The Company lacks adequate accounting processes and controls.
+Added: Specifically, the Company does not have appropriate reviews, reconciliations, or financial close processes to ensure the financial statements are free from material misstatement.
+Added: The Company lacks adequate accounting resources.
+Added: Specifically, the Company does not have the processes and resources to ensure complex analysis of accounting issues, requiring high levels of accounting knowledge and expertise, is completed timely or in sufficient detail.
In making its assessment of internal control over
3 unchanged sentences
control over financial reporting were not effective based on those criteria.
−Removed: This annual report does not include an attestation
−Removed: report of the Company’s registered public accounting firm regarding internal control over financial reporting.
+Added: This Annual Report on Form 10-K does not include
+Added: an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.
report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the SEC that permit
86 unchanged sentences
Smith has over 20 years of finance, accounting and operational experience in the merchant services industry.
−Removed: Smith joined eVance (formerly, Calpian Commerce) in 2014 as Director of Finance.
+Added: joined eVance (formerly, Calpian Commerce) in 2014 as Director of Finance.
Prior to eVance, Mr.
−Removed: Smith spent 2 years as Director
−Removed: of Financial Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.
−Removed: He worked with Pay by Touch, a biometric payments
−Removed: start-up company based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.
−Removed: Smith worked for Concord EFS, a large merchant acquirer.
−Removed: His titles at Concord included Internal Audit, Financial Analyst
−Removed: and Vice President/Controller.
−Removed: While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including
−Removed: those of Star and EPS Debit networks.
+Added: Smith spent 2 years as Director of Financial
+Added: Planning and Analysis at Cynergy Data, an ISO with over 75,000 merchants.
+Added: He worked with Pay by Touch, a biometric payments start-up company
+Added: based in San Francisco, and was part of the financial team that raised over $300M in its capital funding.
+Added: From 1996 to 2004, Mr.
+Added: worked for Concord EFS, a large merchant acquirer.
+Added: His titles at Concord included Internal Audit, Financial Analyst and Vice President/Controller.
+Added: While at Concord EFS, he was part of the diligence team that worked on several large acquisitions, including those of Star and EPS Debit
Ehud Ernst is one of our independent directors
14 unchanged sentences
Ernst graduated from ICP New York with a degree in Photography and
−Removed: Amir Sternhell is one of our independent
+Added: Amir Sternhell is one of our
+Added: independent directors.
Since 2016, Mr.
Sternhell has served as chief strategy officer of Sertainty, a data optimization company.
−Removed: Sternhell has
−Removed: 24 years of experience in the IT and Corporate Learning industries, including two-decades, where he was head of a business intelligence
−Removed: unit representing Microstrategy, and, chief learning officer, representing Harvard Business Publishing.
−Removed: Sternhell was the founder
−Removed: of the first Non-Profit Organization that assisted Israel’s Incubator System, in which he hand-held over 100 high-tech companies.
−Removed: Sternhell was the vice chairman of the American-Israel Chamber of Commerce and Industry, overseeing its initiatives, and a recipient
−Removed: of its Business Leadership Award.
−Removed: Sternhell served in the Directorate of Military Intelligence for the Israel Defense Forces, and
−Removed: was awarded the Most Outstanding Soldier of the Corp.
−Removed: Sternhell holds an AB in Political Science and Psychology from Tel
−Removed: Aviv University, an MIA in International Economics from Columbia University and an MBA from the ‘Grand Ecole’ EDHEC ’92
−Removed: specializing in IT and Management where he graduated first in his class.
+Added: Sternhell has 24 years of experience in the IT and Corporate Learning industries, including two-decades, where he was head of a
+Added: business intelligence unit representing Microstrategy, and, chief learning officer, representing Harvard Business Publishing.
+Added: Sternhell was the founder of the first Non-Profit Organization that assisted Israel’s Incubator System, in which he hand-held
+Added: over 100 high-tech companies.
+Added: Sternhell was the vice chairman of the American-Israel Chamber of Commerce and Industry,
+Added: overseeing its initiatives, and a recipient of its Business Leadership Award.
+Added: Sternhell served in the Directorate of Military
+Added: Intelligence for the Israel Defense Forces, and was awarded the Most Outstanding Soldier of the Corp.
+Added: Sternhell holds
+Added: an AB in Political Science and Psychology from Tel Aviv University, an MIA in International Economics from Columbia University and
+Added: an MBA from the ‘Grand Ecole’ EDHEC ’92 specializing in IT and Management where he graduated first in his
Alina Dulimof is one of our independent
146 unchanged sentences
a member of our Board of Directors or expected to serve on the Compensation Committee.
+Added: Executive Compensation
The table below summarizes all compensation awarded
to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.
−Removed: Compensation Table
−Removed: and Principal Position
+Added: Summary Compensation Table
+Added: Name and Principal Position
Incentive Plan
−Removed: (2) Stock based compensation reflects fair value of options granted during
−Removed: the years ended December 31, 2024 and 2023, each with an exercise price of $0.01 per share pre-split ($0.10 per share post-split).
−Removed: of options vested as of the date of grant, 25% vested on January 1, 2023 and 50% vested on January 1, 2024.
−Removed: Options expire after ten years
−Removed: from grant date if not exercised.
−Removed: of December 31, 2024, all salaries and bonus have been accrued but not fully paid.
−Removed: Yakov, $750,000 salary and $300,000
−Removed: have been accrued with $93,750 salary and $0 bonus paid.
−Removed: Smith $350,000 salary and $150,000 bonus have been accrued
−Removed: with $87,500 salary and $0 bonus paid.
+Added: CEO, Chairman
+Added: Patrick Smith,
+Added: Vice President
+Added: Rachel Boulds,
+Added: based compensation reflects fair value of options granted during the years ended December 31, 2024, each with an exercise price of $0.01.
+Added: Salaries are paid when funds are available.
+Added: Any unpaid amounts are accrued.
Employment Agreements
52 unchanged sentences
provision of the Yakov Agreement was amended to the reflect the current business address of the Company.
+Added: On October 14, 2025, the Company’s Board
+Added: of Directors approved, and on November 14, 2025 the Company entered into, an amended and restated employment agreement (the “Employment
+Added: Agreement”) with its Chairman, President and Chief Executive Officer, Ronny Yakov (the “Executive”).
+Added: The Employment
+Added: Agreement supersedes the prior agreement dated January 3, 2022 and has an initial term through December 31, 2030, with automatic one-year
+Added: renewals thereafter unless terminated in accordance with its terms.
+Added: Pursuant to the Employment Agreement, the Executive
+Added: is entitled to an annual base salary of $800,000, subject to annual increases of 3% beginning January 1, 2026.
+Added: The Executive is also eligible
+Added: to receive an annual performance-based bonus with a target amount of $400,000, which is likewise subject to annual increases of 3%.
+Added: addition, the Executive is eligible to receive transaction-based compensation, including (i) an acquisition bonus equal to 2% of the purchase
+Added: price of certain qualifying acquisitions and (ii) milestone bonuses generally equal to 1% of the value of specified corporate transactions
+Added: or events, as defined in the Employment Agreement.
+Added: The Employment Agreement provides for annual equity
+Added: awards consisting of stock options to purchase not less than 200,000 shares of the Company’s common stock, with an exercise price
+Added: of $0.01 per share, subject to vesting conditions.
+Added: All unvested equity awards will accelerate upon a change in control of the Company.
+Added: The Executive is also entitled to participate
+Added: in the Company’s benefit plans, receive a monthly automobile allowance of $3,500, and be reimbursed for reasonable business expenses.
Outstanding Equity Awards at Fiscal Year-End
−Removed: Pursuant to the Yakov Agreement, on each of January 1, 2023 and 2024,
−Removed: Yakov received options to purchase up to 20,000 shares of common stock of the Company at an exercise price of $0.10 per share for
−Removed: a total of 40,000 options to purchase common stock.
+Added: Pursuant to the Yakov Agreement , Mr.
+Added: options to purchase up to 20,000 shares of common stock of the Company at an exercise price of $0.10 per share.
2020 Equity Incentive Plan
51 unchanged sentences
Directors are reimbursed for their reasonable out-of-pocket expenses incurred in connection with their duties.
−Removed: Beginning in 2024, two Directors will receive a fee equal to $10,000
−Removed: per year and one will receive $14,000, payable in four installments on January 1, April 1, July 1 and October 1 of each year.
−Removed: Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
−Removed: The following table sets forth, as of April 1, 2025, information
−Removed: regarding the beneficial ownership of each class of our voting securities by:
+Added: Beginning in 2024, two Directors will receive a fee equal to $10,000 per year and one will receive $14,000, payable in four installments on January 1, April 1, July 1 and October 1 of each year.
+Added: Security Ownership of Certain
+Added: Beneficial Owners and Management and Related Stockholder Matters
+Added: The following table sets forth, as of March
+Added: 31, 2025, information regarding the beneficial ownership of each class of our voting securities by:
(i) our officers and directors;
−Removed: (ii) all of our officers
−Removed: and directors as a group;
−Removed: and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding voting securities.
−Removed: Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the power to dispose or
−Removed: to direct the disposition of such security.
−Removed: A person is also deemed to be a beneficial owner of any securities of which the person has
−Removed: the right to acquire beneficial ownership within 60 days.
+Added: all of our officers and directors as a group;
+Added: and (iii) each person known by us to beneficially own 5% or more of any class of our outstanding
+Added: voting securities.
+Added: Generally, a person is deemed to be a “beneficial owner” of a security if that person has or shares the
+Added: power to dispose or to direct the disposition of such security.
+Added: A person is also deemed to be a beneficial owner of any securities of
+Added: which the person has the right to acquire beneficial ownership within 60 days.
The address of each holder listed below, except
2 unchanged sentences
5% Beneficial Owners
−Removed: Mary Herzog (5)
Directors and Officers
+Added: 4,398,014 (1)
+Added: 4,398,014 (1)
Rachel Boulds
5 unchanged sentences
the individual or entity has the right to acquire within sixty days.
−Removed: Percentage ownership of common stock is based on 2,368,075 shares of Common Stock plus 113,443 shares of common stock underlying Series A Preferred Stock outstanding on the Record Date for which holders will exercise voting power on an as-converted basis.
−Removed: The number of shares and percentage ownership of Series A Preferred Stock is presented on an as-converted basis and is based on 1,021 shares of Series A Preferred Stock outstanding (which such shares of Series A Preferred Stock are convertible into 113,443 shares of common stock accordance with the Certificate of Designations (as hereinafter defined).
−Removed: The holders of the Series A Preferred Stock have the right to vote their shares of Series A Preferred Stock with the holders of common stock on an as-converted basis.
−Removed: Percentage of voting stock is based on 2,368,075 shares of Common Stock and 1,021 shares of Series A Preferred Stock (convertible into 113,443 shares of common stock) outstanding on November 29, 2023.
−Removed: Includes (i) 571,059 shares of common stock, (ii) 20,000 vested
−Removed: options, (iii) 113,444 shares of common stock underlying Series A Preferred Stock, (iv) shares of common stock underlying
−Removed: 227,003 Series A Warrants to purchase one share of common stock each at a purchase price of $90 per share, and (v) 56,751 Series B
−Removed: Warrants to purchase one share of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days
−Removed: of this Annual Report.
−Removed: Includes (i) shares of common stock underlying 401,437 Series A Warrants
−Removed: to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,359 Series B Warrants to purchase one share
−Removed: of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.
−Removed: Includes (i) shares of common stock underlying 401,437 Series A Warrants
−Removed: to purchase one share of common stock each at a purchase price of $90 per share, and (ii) 100,360 Series B Warrants to purchase one share
−Removed: of common stock each at a purchase price of $45 per share, which warrants are exercisable within 60 days of this Annual Report.
−Removed: Relationships and Related Transactions, and Director Independence
+Added: (i) 4,378,014 shares of common stock, and (ii) 20,000 vested options,
+Added: Certain Relationships and Related
+Added: Transactions, and Director Independence
We are a party to certain related party transactions,
as described below.
−Removed: On February 14, 2023, a shareholder reported to
−Removed: the Company that they had incurred short swing profits of $114,654 in connection with a series of purchases and sales of the Company’s
−Removed: stock on the open market.
−Removed: The shareholder disgorged such short-swing profits to the Company on February 28, 2023.
On January 24, 2024, Mr.
−Removed: Yakov exercised options
−Removed: to purchase a total of 1,187,919 pre-split shares of common stock (118,792 post-split) for $4,079 (see Note 9 and Note 14).
+Added: Yakov exercised options to purchase a total of 118,792 post-split for $4,079 (see Note 9 and Note 14).
On January 24, 2024, Mr.
−Removed: Smith exercised options
−Removed: to purchase a total of 381,069 pre-split shares of common stock (38,107 post-split) for $2,761.
+Added: Smith exercised options to purchase a total of 38,107 post-split for $2,761.
During the year ended December 31, 2024, the Company
accrued $124,903 for dividends on the Series A preferred stock held by Mr.
−Removed: As of December 31, 2024 and 2023, total accrued dividends
−Removed: on the Series A preferred stock due to Mr.
−Removed: Yakov is $543,509 and $418,606, respectively.
+Added: As of December 31, 2024 total accrued dividends on the
+Added: Series A preferred stock due to Mr.
+Added: Yakov was $543,509.
On August 12, 2024, the Company entered into an
9 unchanged sentences
Yakov LLC over all of the assets of the Company.
+Added: On April 21, 2025 the Company agreed to convert
+Added: the certain obligations owed to Ronny Yakov, Yakov Holdings, LLC and Patrick Smith at $1.00 per share.
+Added: The common stock price was $1.04
+Added: As a result, the Company recorded a loss on conversion of $175,763 during the year ended December 31, 2025.
+Added: The following is
+Added: a summary of the obligations subject to conversion:
+Added: Yakov Holdings, LLC Loan
+Added: Yakov accrued compensation
+Added: Yakov accrued bonus
+Added: Accrued interest
+Added: Smith accrued compensation
+Added: Smith accrued bonus
+Added: Smith accrued interest
+Added: Total obligation converted
+Added: Shares issued
+Added: Conversion price
+Added: Loss on modification
+Added: On the grant date of April 22, 2025, the share
+Added: price was set at $1.04 per share.
+Added: The conversion price was set at $1.00 per share.
+Added: The excess of the fair value of the shares to be issued
+Added: over the stated amount of the obligation was recorded as a loss on conversion of $175,763.
+Added: On June 2, 2025, Mr.
+Added: Yakov converted $1,772,529
+Added: of principal and interest into 1,772,529 shares of common stock.
+Added: As of December 31, 2025 and 2024, the amount due to Yakov Holdings, LLC
+Added: is $167,315 and $1,203,960, respectively.
+Added: On June 2, 2025, Mr.
+Added: Smith converted $69,642 of
+Added: principal and interest into 69,642 shares of common stock.
+Added: On June 2, 2025, Mr.
+Added: Smith converted $510,417
+Added: and $150,000 of accrued salary and bonus, respectively, into 660,417 shares of common stock.
+Added: On June 2, 2025, Mr.
+Added: Yakov converted $1,062,500
+Added: and $300,000 of accrued salary and bonus, respectively, into 1,362,500 shares of common stock.
+Added: During the year ending December 31, 2025, the
+Added: Company issued 35,000 shares of common stock to its CFO for services.
+Added: The shares were valued at $2.02, the closing stock price on the
+Added: date of grant, for total non-cash expense of $70,700.
+Added: During the year ending December 31, 2025, the
+Added: Company issued an additional 50,000 shares of common stock to its CFO for services.
+Added: The shares were valued at $1.26, the closing stock
+Added: price on the date of grant, for total non-cash expense of $63,000.
+Added: During the year ended December 31, 2025, the Company
+Added: issued 32,000 shares of common stock to its directors for services.
+Added: The shares were valued at $2.02, the closing stock price on the date
+Added: of grant, for total non-cash expense of $64,640.
+Added: On October 14, 2025, the Company’s Board
+Added: of Directors approved, and on November 14, 2025 the Company entered into, an amended and restated employment agreement (the “Employment
+Added: Agreement”) with its Chairman, President and Chief Executive Officer, Ronny Yakov (the “Executive”).
+Added: The Employment
+Added: Agreement supersedes the prior agreement dated January 3, 2022 and has an initial term through December 31, 2030, with automatic one-year
+Added: renewals thereafter unless terminated in accordance with its terms.
+Added: Pursuant to the Employment Agreement, the Executive
+Added: is entitled to an annual base salary of $800,000, subject to annual increases of 3% beginning January 1, 2026.
+Added: The Executive is also eligible
+Added: to receive an annual performance-based bonus with a target amount of $400,000, which is likewise subject to annual increases of 3%.
+Added: addition, the Executive is eligible to receive transaction-based compensation, including (i) an acquisition bonus equal to 2% of the purchase
+Added: price of certain qualifying acquisitions and (ii) milestone bonuses generally equal to 1% of the value of specified corporate transactions
+Added: or events, as defined in the Employment Agreement.
+Added: The Employment Agreement provides for annual equity
+Added: awards consisting of stock options to purchase not less than 200,000 shares of the Company’s common stock, with an exercise price
+Added: of $0.01 per share, subject to vesting conditions.
+Added: All unvested equity awards will accelerate upon a change in control of the Company.
+Added: The Executive is also entitled to participate
+Added: in the Company’s benefit plans, receive a monthly automobile allowance of $3,500, and be reimbursed for reasonable business expenses.
During the years ended December 31, 2025 and 2024,
Yakov made payments on behalf of the Company in the amount of $560,832 and $1,191,282, respectively.
−Removed: As of December 31, 2024, the Company
+Added: As of December 31, 2024, the
+Added: Company owes Mr.
Yakov $167,315.
Statement of Policy
−Removed: All future transactions between us and our officers,
−Removed: directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be obtained from unaffiliated
−Removed: third parties and will be approved by a majority of our independent directors who do not have an interest in the transactions and who
−Removed: had access, at our expense, to our legal counsel or independent legal counsel.
+Added: All future transactions between us and our
+Added: officers, directors or five percent stockholders, and respective affiliates will be on terms no less favorable than could be
+Added: obtained from unaffiliated third parties and will be approved by a majority of our independent directors who do not have an interest
+Added: in the transactions and who had access, at our expense, to our legal counsel or independent legal counsel.
To the best of our knowledge, during the past
49 unchanged sentences
Exhibit Number
−Removed: Memorandum of Sale, dated as of April 9, 2018, by and among eVance, Inc., eVance Capital, Inc., Securus365, Inc.
Certificate of Incorporation, as amended (1)
1 unchanged sentence
Certificate of Designations, Preferences and Rights of Series A Preferred Stock (2)
−Removed: Warrant, dated April 9, 2018, issued by the Company to GACP (1)
−Removed: Representative’s Warrant (13)
−Removed: Series A Warrant Agency Agreement (including the terms of the Series A Warrant) (13)
−Removed: Series B Warrant Agency Agreement (including the terms of the Series B Warrant) (13)
+Added: Form of Warrant.
+Added: Form of Pre-Funded Warrant.
+Added: Form of Warrant.
Description of Registered Securities (5)
−Removed: Loan and Security Agreement, dated as of April 9, 2018, by and among GACP, the lenders from time to time party thereto, the Company, as parent guarantor, and the Borrowers (1)
−Removed: Amendment No.
−Removed: 1 to Loan and Security Agreement, dated as of July 30, 2018, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (3)
−Removed: Amendment No.
−Removed: 3 to Loan and Security Agreement, dated as of February 5, 2019, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (4)
−Removed: Agreement Regarding Additional Warrants, dated April 9, 2018, by and between the Company and GACP (1)
−Removed: Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc.
−Removed: and the stockholders of CrowdPay.US, Inc.
−Removed: Share Exchange Agreement, dated May 9, 2018, by and between The OLB Group, Inc.
−Removed: and the stockholders of OmniSoft, Inc.
−Removed: Subordinated Promissory Note, dated July 30, 2018, by and between the Company and John Herzog (3)
−Removed: Amendment No.
−Removed: 1 to Subordinated Promissory Note, dated as of November 14, 2019, by and between the Company and John Herzog (4)
−Removed: Amendment No.
−Removed: 2 to Subordinated Promissory Note, dated June 25, 2019, by and between the Company and John Herzog (5)
−Removed: Employment Agreement with Ronny Yakov (5)
−Removed: Employment Agreement with Patrick Smith (5)
−Removed: Commitment Letter from John Herzog dated December 10, 2019 (6)
−Removed: Amendment No.
−Removed: 4 to Loan and Security Agreement, dated as of April 24, 2020, by and among GACP Finance Co., LLC, as administrative agent and collateral agent, the lenders party thereto, Securus365, Inc., eVance, Inc., eVance Capital, Inc., OMNISOFT, Inc., and CrowdPay.us, Inc., as borrowers, and the Company, as parent guarantor (7)
−Removed: Debt Conversion Agreement, dated as of May 13, 2020 by and between the Company and.
−Removed: John Herzog (8)
−Removed: Debt Conversion Agreement, dated as of May 13, 2020 by and between the Company and.
−Removed: Ronny Yakov (8)
−Removed: First Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and Ronny Yakov (11)
−Removed: First Amended and Restated Debt Conversion Agreement, dated as of July 24, 2020, by and between the Company and John Herzog (11)
Form of 2020 Equity Incentive Plan (6)
−Removed: Lease Agreement dated June 24, 2020 between Pergament Lodi, LLC and Evance, Inc.
−Removed: Underwriting Agreement with Aegis Capital Corp.
−Removed: dated August 6, 2020.
Asset Purchase Agreement dated November 24, 2021 by and between the Company and FFS Data Corporation (7) .
−Removed: Exchange Agreement dated January 3, 2022 between the Company and all of the stockholders of Crowd Ignition, Inc.
−Removed: Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc.
−Removed: related to “Cell 3” (4,000 square feet) (16) .
−Removed: Lease Agreement dated November 10, 2021 between The Bradford Regional Airport Authority and DMINT, Inc.
−Removed: related to “Cell 4” (6,000 square feet) (16) .
Services Agreement between Executive Workspace LLC d/b/a Elevated NY and The OLB Group, Inc.
1 unchanged sentence
and DMINT Real Estate Holdings, Inc.
−Removed: SURRENDER AND RELEASE AGREEMENT (this “Agreement”) dated as of March 29, 2023 (the “Effective Date”) is made by and between THE BRADFORD REGIONAL AIRPORT AUTHORITY and DMINT, Inc.
−Removed: Letter of Resignation dated March 13, 2023 from Daszkal Bolton LLP (18) .
−Removed: Membership Interest Purchase Agreement dated June 15, 2023 by and between the Company and SDI Black 001, LLC.
Amendment No.
−Removed: 1 to Employment Agreement dated April 4, 2024 by and between the Company and Ronny Yakov (20)
−Removed: Interest Purchase Agreement dated May 20, 2024 by and between the Company and Cuentas, Inc.
+Added: 2 to Employment Agreement dated November 14, 2025 by and between the Company and Ronny Yakov (11)
Secured Convertible Promissory Note Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and The OLB Group, Inc.
Security Agreement dated August 12, 2024 by and between Yakov Holdings, LLC and the OLB Group, Inc.
+Added: Placement Agency Agreement, dated January 22, 2026, by and between The OLB Group, Inc.
+Added: Boral Capital LLC.
+Added: Form of Securities Purchase Agreement, dated January 22, 2026.
+Added: Placement Agency Agreement, dated February 18, 2026, by and between The OLB Group, Inc.
+Added: Boral Capital LLC.
+Added: Form of Securities Purchase Agreement, dated February 18, 2026.
+Added: Form of Registration Rights Agreement, dated February 18, 2026.
Certification of Chief Executive Officer pursuant to 18 U.S.C.
13 unchanged sentences
Filed herewith
−Removed: Incorporated by reference to Current Report on Form 8-K filed April 13, 2018.
−Removed: Incorporated by reference to Form 8-K filed May 15, 2018.
−Removed: Incorporated by reference to Form 8-K filed August 3, 2018.
−Removed: Incorporated by reference to Form 8-K filed March 12, 2019.
−Removed: Previously filed with Form S-1 on June 26, 2019.
−Removed: Previously filed with Form S-1 on January 17, 2020.
+Added: Previously filed with Form
+Added: 10-K on March 30, 2023.
+Added: Previously file with Form
+Added: 8-K filed August 12, 2020.
+Added: Incorporated by reference
+Added: to Form 8-K filed January 26, 2026.
+Added: Incorporated by reference
+Added: to Form 8-K filed February 23, 2026.
Previously filed with Form 10-K on April 15, 2024.
−Removed: Previously filed with Form S-1 on May 20, 2020.
−Removed: Previously filed with Form S-1 on June 8, 2020.
−Removed: Incorporated by reference to Form 8-K filed July 2, 2020.
−Removed: Previously filed with Form S-1 on July 27, 2020.
−Removed: Previously filed with Form S-1 on July 31, 2020.
−Removed: Previously file with Form 8-K filed August 12, 2020.
−Removed: Incorporated by reference to Form 8-K filed November 30, 2021.
−Removed: Incorporated by reference to Form 8-K filed January 5, 2022.
−Removed: Incorporated by reference to Form 8-K filed January 11, 2022.
+Added: Previously filed with Form
+Added: S-1 on June 8, 2020.
+Added: Incorporated by reference
+Added: to Form 8-K filed November 30, 2021.
Incorporated by reference to Form 8-K filed August
−Removed: Previously filed with Form 10-K on March 30, 2023.
−Removed: Incorporated by reference to Form 8-K filed June 21, 2023.
−Removed: Previously filed with Form 10-K on April 15, 2024.
−Removed: Previously filed with Form 10-Q on May 20, 2024.
Previously filed with Form 10-Q on August 14, 2024.
Previously filed with Form 10-Q on August 14, 2024.
+Added: Previously filed with Form 10-Q on November 14, 2025.
Form 10-K Summary
2 unchanged sentences
The OLB Group, Inc.
−Removed: April 15, 2025
+Added: March 31, 2026
/s/ Ronny Yakov
Chief Executive Officer
−Removed: April 15, 2025
+Added: March 31, 2026
/s/ Rachel Boulds
2 unchanged sentences
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
−Removed: appears below constitutes and appoints Ronny Yakov, his true and lawful attorney-in-fact and agent, with full power of substitution and
−Removed: resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and
−Removed: to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
−Removed: granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and
−Removed: necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying
−Removed: and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully do or cause to be done by virtue
+Added: KNOW ALL PERSONS BY THESE
+Added: PRESENTS, that each person whose signature appears below constitutes and appoints Ronny Yakov, his true and lawful attorney-in-fact and
+Added: agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign
+Added: any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with
+Added: the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each
+Added: and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or
+Added: could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitutes or substitute, may lawfully
+Added: do or cause to be done by virtue hereof.
In accordance with the Exchange
2 unchanged sentences
Chief Executive Officer and Chairman
−Removed: April 15, 2025
+Added: March 31, 2026
/s/ Ehud Ernst
Director and Chairman of the Audit Committee
−Removed: April 15, 2025
+Added: March 31, 2026
/s/ Amir Sternhell
−Removed: April 15, 2025
+Added: March 31, 2026
Amir Sternhell
/s/ Alina Dulimof
−Removed: April 15, 2025
+Added: March 31, 2026
Alina Dulimof
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.