Business Context and Reporting Period
Company: The OLB Group, Inc. (OLB)
Filing Type: Form 10-K (Annual Report)
Period Ended: December 31, 2025
Business Overview: OLB is a FinTech company operating primarily through three subsidiaries: eVance (merchant payment processing), OmniSoft (cloud-based business management), and CrowdPay (capital raising platform). The company also operates a Bitcoin mining segment through its subsidiary DMINT, which is currently in the process of being spun off into a standalone entity. OLB is classified as a smaller reporting company and an emerging growth company.
Key Financial Metrics
| Metric | 2025 | 2024 |
|---|---|---|
| Total Revenue | $8,676,907 | $12,838,988 |
| Net Loss | $(5,874,051) | $(11,224,911) |
| Net Loss Applicable to Common Stockholders | $(6,679,681) | $(11,349,814) |
| Cash and Cash Equivalents (End of Period) | $15,777 | $27,436 |
| Working Capital | $(6,640,236) | $(8,650,939) |
| Operating Cash Flow | $(1,330,383) | $(2,600,036) |
| Financing Cash Flow | $1,318,724 | $2,115,843 |
Revenue Breakdown (2025): Transaction and processing fees ($7.94M), Bitcoin mining ($210k), Monthly recurring subscriptions ($302k), Digital product revenue ($199k), and Merchant equipment sales ($29k).
Material Changes vs. Prior Period
- Revenue Decline: Total revenue decreased by 32.4% ($4.16M) compared to 2024. The primary driver was a $1.95M decrease in digital product revenue due to vendor transitions and business closures within the Moola Cloud segment. Transaction fees also declined by $1.75M.
- Improved Net Loss: Net loss improved by 47.7% ($5.35M reduction) primarily due to the absence of a $2.96M impairment expense related to DMINT's natural gas agreement recorded in 2024, and a significant reduction in depreciation expense ($2.1M decrease) as assets were impaired in the prior year.
- Expense Reductions: Professional fees decreased by 51.8% ($1.0M) due to reduced legal activity. General and Administrative expenses dropped 34.4% ($984k) driven by lower bank fees, compliance costs, and insurance renewals.
- Capital Structure: The company executed a 1-for-10 reverse stock split in April 2024. In 2025, significant related-party debt and accrued compensation were converted into common stock, resulting in a $175,763 loss on conversion.
Guidance, Outlook, Risks, and Unusual Items
- Liquidity and Capital Resources: As of December 31, 2025, the company held only $15,777 in cash with a working capital deficit of $6.64M. Management asserts sufficient liquidity for the next 12 months based on projected capital raises, an At-The-Market (ATM) offering program, and a $5M revolving credit facility with a related party (Yakov Holdings LLC). In Q1 2026, the company raised over $3.7M through a registered direct offering and a private placement.
- DMINT Spin-Off: The company is actively spinning off its Bitcoin mining subsidiary, DMINT, into a standalone entity. This is expected to remove the capital requirements for the mining segment from the parent company's balance sheet.
- Going Concern: While management believes operations can be sustained for 12 months, the filing notes that additional capital may be required to execute business plans, with no assurance that such capital will be available on acceptable terms.
- Material Weaknesses in Internal Controls: The company identified material weaknesses in its internal control over financial reporting, including an insufficient control environment, lack of formal processes for related party transaction approvals, and inadequate accounting resources for complex analysis.
- Legal Proceedings: Ongoing litigation with FFS Data Corporation regarding a $20M merchant portfolio acquisition and a contract dispute with a DMINT contractor involving approximately $444k in potential liability.
- NASDAQ Compliance: The company received notice in January 2026 of failing to maintain the $1.00 minimum bid price requirement and has a 180-day grace period to regain compliance.
Investor Verification Checklist
- Cash Runway: Verify the status of the $3.7M capital raise mentioned in subsequent events and the availability of the $5M related-party loan facility to confirm the 12-month liquidity assertion.
- DMINT Spin-Off Timeline: Confirm the progress of the DMINT Form S-1 filing and NASDAQ listing approval, as the success of the spin-off is critical to the parent company's financial restructuring.
- Revenue Sustainability: Assess the stability of the Moola Cloud vendor transitions and the impact of the $1.95M drop in digital product revenue on future growth.
- Related Party Transactions: Review the terms of the revolving loan with Yakov Holdings LLC and the extent of debt-to-equity conversions to understand potential dilution and control dynamics.
- Internal Controls: Monitor the remediation plan for the identified material weaknesses in internal controls, particularly regarding related party transaction approvals.
- NASDAQ Listing Status: Track the company's ability to regain compliance with the $1.00 minimum bid price requirement by July 28, 2026.