OLB GROUP, INC. 8-K

What Happened
OLB Group, Inc. announced a private placement that closed on February 19, 2026, raising approximately $3.0 million in gross proceeds. The company sold pre‑funded warrants to buy up to 2,857,142 shares of common stock and common warrants to buy up to 3,571,428 shares. Each unit (a pre‑funded warrant plus accompanying warrants) was sold for $1.05. The pre‑funded warrants are immediately exercisable with a $0.0001 exercise price; the common warrants have a $0.92 exercise price, become exercisable on the Effective Date, and expire five years after that date.

Key Details

• Offering closed: February 19, 2026; gross proceeds ≈ $3.0 million (before fees/expenses).
• Securities: up to 2,857,142 Pre‑Funded Warrant Shares and 3,571,428 Warrant Shares; unit price $1.05.
• Exercise terms: Pre‑Funded Warrants exercisable immediately at $0.0001; Warrants exercisable on Effective Date at $0.92, expire after 5 years.
• Company amended certain prior warrants (issued Aug 23, 2021 and Nov 8, 2021) to lower the exercise price to $0.92 and extend the term to Feb 19, 2029.
• Lock‑ups and timing: company generally may not issue new shares or announce proposed issuances for 45 days after closing; variable‑rate transactions are limited for six months (with an exception for “at the market” after 45 days).
• Registration rights: OLB must file a resale registration statement for the issued warrant shares within 15 days after filing its Form 10‑K and have it declared effective within 30 days (60 days if SEC conducts a full review); liquidated damages apply for missed deadlines.
• Placement agent: D. Boral Capital LLC; cash fee = 6.0% of gross proceeds + $50,000 expense reimbursement. Securities sold under exemptions (Section 4(a)(2) / Rule 506, Reg D).

Why It Matters
This transaction provides immediate capital of about $3.0M to OLB Group, which can support operations or strategic needs. However, the new and amended warrants create potential future dilution if exercised (total shares issuable exceed 6.4 million), and the reduced exercise prices and extended terms on prior warrants increase the likelihood of future share issuance. The registration rights mean those shares are likely to become freely tradable once the registration statement is declared effective, which investors should watch. The 45‑day and six‑month issuance restrictions provide a short window of limited additional dilution but are temporary.