OLB is currently a FinTech company that focuses on a suite of products in the merchant services and payment facilitator verticals and seeks to provide integrated business solutions to merchants throughout the United States. In addition, in 2021, it began to explore Bitcoin mining as a separate business segment. The separation began with the formation of DMINT as a new holding subsidiary company of OLB. OLB believes that its lines of business are not accurately valued in the capital market, and the Spin-Off Distribution will enable each company (OLB and DMINT) to increase its business focus, alleviate market confusion and attract new investors.

In determining whether to effect the Spin-Off Distribution, the board of directors of OLB considered the costs and risks associated with the transaction, including those associated with preparing DMINT to become a separate publicly traded company and the possibility that the trading value of the two separate entities after the Spin-Off Distribution may be less than the trading value of OLB’s common stock before the Spin-Off Distribution. Notwithstanding these costs and risks, the board of directors of OLB determined that a spin-off, in the form contemplated by the Spin-Off Distribution is in the best interests of OLB and its stockholders.