OLB Group Inc. Announces Pricing of $1.3 Million Registered Direct Offering of Common Stock and Warrants

Rhea-AI Summary

OLB Group (NASDAQ:OLB) announced a registered direct offering of 2,166,666 common shares at $0.60 per share for gross proceeds of approximately $1.3 million, before commissions and expenses. In a concurrent private placement the company will issue warrants to purchase up to 2,166,666 shares with an exercise price of $0.78, exercisable six months after issuance and expiring five years from issuance. The closing is expected on or about January 26, 2026, subject to customary conditions. D. Boral Capital LLC is the exclusive placement agent and the registered portion is offered from a Form S-3 shelf declared effective July 2, 2024.

Positive

• Gross proceeds of approximately $1.3 million to support liquidity
• Placement uses company’s effective Form S-3 shelf for a registered offering

Negative

• Issuance of 2,166,666 shares creates immediate dilution to existing shareholders
• Warrants cover up to 2,166,666 shares with a $0.78 exercise price, creating potential future dilution
• Net proceeds will be reduced by commissions and offering expenses

Key Figures

Shares offered: 2,166,666 shares Offering price: $0.60 per share Gross proceeds: $1.3 million +4 more

7 metrics

Shares offered 2,166,666 shares Common stock in registered direct offering

Offering price $0.60 per share Purchase price for registered direct common stock

Gross proceeds $1.3 million Approximate aggregate before commissions and expenses

Warrants issued 2,166,666 warrants Concurrent private placement of common stock warrants

Warrant exercise price $0.78 per share Exercise price for warrants issued in private placement

Warrant exercisability delay 6 months Period after issuance before warrants become exercisable

Warrant term 5 years Term from issuance date for the warrants

Market Reality Check

Price: $0.5881 Vol: Volume 268,028 is about 1...

normal vol

$0.5881 Last Close

Volume Volume 268,028 is about 1.5x the 20-day average of 178,352, indicating elevated trading interest before the offering. normal

Technical Price $0.8625 is trading below the 200-day MA at $1.30, reflecting a longer-term downtrend into this financing.

Peers on Argus

Pre-offering, OLB showed a +8.49% move while momentum peers like BNAI and RVYL a...

2 Up

Pre-offering, OLB showed a +8.49% move while momentum peers like BNAI and RVYL appeared in scanners with strong upside moves. Scanner data flags OLB’s direction as down, with peers moving up, supporting this as a stock-specific reaction rather than a coordinated sector rotation.

Historical Context

5 past events · Latest: Jan 22 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 22	AI platform launch	Positive	+8.5%	Launch of iStores AI eCommerce platform with integrated payments and crypto support.
Jan 20	Spin-off update	Positive	-7.5%	Update on DMint spin-off, Form S-1 refiling, and planned capital raise.
Dec 11	Annual meeting notice	Neutral	-1.9%	2025 virtual annual meeting announcement with governance and spin-off update agenda.
Dec 03	Security certification	Positive	+10.7%	SecurePay gateway achieving PCI DSS 4.0 certification and enhanced security posture.
Aug 14	Listing preparation	Positive	-8.1%	DMint S-1 refiling and Nasdaq listing preparation with digital asset strategy plans.

Pattern Detected

News tied to products and security upgrades has aligned with positive price moves, while spin-off and capital-raising updates have often seen negative or divergent reactions.

Recent Company History

Over the last six months, OLB’s news flow has mixed operational milestones with capital markets activity. Product and platform announcements on Dec 3, 2025 (SecurePay PCI DSS 4.0) and Jan 22, 2026 (iStores AI launch) coincided with gains of 10.68% and 8.49%. In contrast, updates on the DMint spin-off and related offerings on Aug 14, 2025 and Jan 20, 2026 were followed by declines, underscoring sensitivity to financing and restructuring news.

Market Pulse Summary

This announcement details a $1.3 million registered direct offering of 2,166,666 common shares at $0...

Analysis

This announcement details a $1.3 million registered direct offering of 2,166,666 common shares at $0.60, alongside a concurrent private placement of warrants for another 2,166,666 shares at $0.78 with a 5‑year term. Investors may weigh dilution against the need for capital, especially after recent filings flagged revenue declines and going‑concern risks. Tracking subsequent balance‑sheet changes and execution on growth initiatives remains important.

Key Terms

registered direct offering, warrants, shelf registration statement, form s-3, +3 more

7 terms

registered direct offering financial

"Announces Pricing of $1.3 Million Registered Direct Offering of Common Stock"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"In addition, in a concurrent private placement, the Company will issue warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

shelf registration statement regulatory

"pursuant to a "shelf" Registration Statement on Form S-3 (File No. 333-280347)"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"Registration Statement on Form S-3 (File No. 333-280347) filed with the"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The offering is being made only by means of a prospectus supplement and"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

private placement financial

"In addition, in a concurrent private placement, the Company will issue warrants"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement regulatory

"except pursuant to an effective registration statement or an applicable exemption"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

NEW YORK CITY, NY / ACCESS Newswire / January 23, 2026 / The OLB Group, Inc. (NASDAQ:OLB) ("OLB" or the "Company"), a diversified fintech company providing payment processing and digital asset technology solutions, today announced that it has entered into a securities purchase agreement for the purchase and sale of 2,166,666 shares of its common stock at purchase price of $0.60 per share for an aggregate price of approximately $1.3 million before deducting commissions and expenses of the offering. In addition, in a concurrent private placement, the Company will issue warrants to purchase up to 2,166,666 shares of common stock. The warrants have an exercise price of $0.78 per share, are exercisable commencing six months after issuance and will have a term of five years from the issuance date. The closing of the offering is expected to occur on or about January 26, 2026, subject to the satisfaction of customary closing conditions.

D. Boral Capital LLC is acting as exclusive placement agent for the offering.

The proposed offering of the common stock described above is being offered by the Company pursuant to a "shelf" Registration Statement on Form S-3 (File No. 333-280347) filed with the Securities and Exchange Commission (the "SEC") and declared effective by the SEC on July 2, 2024, and the accompanying prospectus contained therein. The offering is being made only by means of a prospectus supplement and accompanying prospectus. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC, which may be obtained, when available, from D. Boral Capital LLC, 590 Madison Avenue, 39th Floor, New York, NY 10022 by email to info@dboralcapital.com, or by calling (212) 970-5150.

The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and, along with the shares of common stock underlying the warrants, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy any of the Company's securities, nor shall there be any offer, solicitation or sale of any of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

About The OLB Group, Inc.
The OLB Group, Inc. (NASDAQ:OLB) is a diversified fintech company providing innovative payment processing solutions, digital asset technology, and omnichannel commerce platforms. Through its SecurePay payment gateway and complementary services, OLB enables businesses to accept and process payments seamlessly across multiple channels while leveraging emerging technologies in digital assets and AI-driven commerce solutions.

Forward-Looking Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to the "safe harbor" created by those sections for such statements. All statements other than statements of historical fact are forward-looking statements, including statements regarding the anticipated closing of the offering. These forward-looking statements are often indicated by terms such as "aim," "anticipate," "believe," "could," "estimate," "expect," "goal," "intend," "likely," "look forward to," "may," "objective," "plan," "potential," "predict," "project," "should," "slate," "target," "will," "would" and similar expressions and variations thereof. Forward-looking statements are based on management's beliefs and assumptions and on information available to management only as of the date of this press release. OLB's actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including, without limitation, the risks, uncertainties and other factors described under the heading "Risk Factors" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 15, 2025, as amended on April 29, 2025, and in our subsequent filings with the SEC. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements, and we assume no obligation to update these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

The OLB Group, Inc.
Investor Relations
Email: ir@olb.com
Phone: (212) 278-0900 EXT 333

SOURCE: The OLB Group, Inc.

View the original press release on ACCESS Newswire

FAQ

What is OLB announcing on January 23, 2026 (NASDAQ:OLB)?

OLB announced a registered direct offering of 2,166,666 shares at $0.60 per share and a concurrent private placement of warrants for up to 2,166,666 shares.

How much gross capital will OLB raise in the offering?

The offering is for approximately $1.3 million in gross proceeds before commissions and expenses.

When can warrant holders exercise OLB warrants and what is the exercise price?

The warrants are exercisable beginning six months after issuance, have a $0.78 exercise price, and expire five years after issuance.

When is the OLB offering expected to close?

The closing is expected to occur on or about January 26, 2026, subject to customary closing conditions.

Who is the placement agent for the OLB registered direct offering?

D. Boral Capital LLC is acting as the exclusive placement agent for the offering.