OLB Group Inc. Announces Pricing of $3.0 Million Private Placement at a Premium to Market

Rhea-AI Summary

OLB Group (NASDAQ:OLB) priced a private placement expected to raise approximately $3.0 million by selling 2,857,142 common shares (or prefunded warrants) plus warrants to buy 3,571,428 shares at a combined purchase price of $1.05 per share.

The issued warrants have a $0.92 exercise price, five-year term from effectiveness of a resale registration statement, and the company agreed to reduce and extend certain existing warrants to a $0.92 exercise price with a three-year extension. Closing expected on or about February 19, 2026.

Positive

• Gross proceeds of approximately $3.0 million
• Warrants exercisable at $0.92 supporting potential equity conversion
• Company agreed to file a resale registration statement providing liquidity pathway

Negative

• Issuance includes warrants and prefunded warrants, creating potential dilution
• Existing warrants were repriced to $0.92, potentially increasing near-term share issuance

Market Reaction

+3.66% $0.94

15m delay 26 alerts

+3.66% Since News

$0.94 Last Price

$0.82 $1.24 Day Range

+$432K Valuation Impact

$12M Market Cap

1.2x Rel. Volume

Following this news, OLB has gained 3.66%, reflecting a moderate positive market reaction. Our momentum scanner has triggered 26 alerts so far, indicating elevated trading interest and price volatility. The stock is currently trading at $0.94. This price movement has added approximately $432K to the company's valuation.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Silver for real-time data.

Key Figures

Shares offered: 2,857,142 shares Warrant coverage: 3,571,428 warrants Combined purchase price: $1.05 per share + warrant +5 more

8 metrics

Shares offered 2,857,142 shares Common stock in private placement

Warrant coverage 3,571,428 warrants Warrants to purchase common stock

Combined purchase price $1.05 per share + warrant Private placement pricing

Warrant exercise price $0.92 per share New and repriced warrants

Existing warrant term extension 3 years Extension of 2021 Existing Warrants

Gross proceeds $3.0 million Before commissions and expenses

Closing date On or about February 19, 2026 Expected offering closing

Warrant term Five years From effectiveness of resale registration statement

Market Reality Check

Price: $1.48 Vol: Volume 457,413,132 is 19....

high vol

$1.48 Last Close

Volume Volume 457,413,132 is 19.02x the 20-day average of 24,053,925, indicating exceptional pre-news activity. high

Technical Price 1.48 is trading above the 200-day MA at 1.24 after a 256.54% 24h gain.

Peers on Argus

OLB’s move contrasts with mixed peer action: FAAS (-8.3%), BNAI (-5%), NEHC (+11...

2 Up 1 Down

OLB’s move contrasts with mixed peer action: FAAS (-8.3%), BNAI (-5%), NEHC (+11.46%), RVYL (-2.68%), DTSS (-1.82%). Momentum scanner also flags only one peer moving down, supporting a stock-specific reaction.

Historical Context

5 past events · Latest: Feb 17 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 17	Strategic partnership	Positive	+256.5%	Global PayPal integration into SecurePay to enhance digital payment options.
Feb 03	Spin-off announcement	Positive	+5.4%	Planned DMint spin-off giving shareholders equity in a separate mining company.
Jan 23	Equity offering	Negative	-31.8%	Registered direct stock sale and concurrent warrants for about $1.3M.
Jan 22	Product launch	Positive	+8.5%	Launch of iStores AI platform to streamline online store creation and payments.
Jan 20	Spin-off update	Positive	-7.5%	Update on DMint spin-off and S-1 refiling with reaffirmed transaction terms.

Pattern Detected

News flow usually aligns with price: strategic/operational positives tend to see gains, while financings have drawn selling, with one notable divergence on a positive update.

Recent Company History

In the last month, OLB announced a DMint spin-off plan (Feb 3), an AI eCommerce launch (Jan 22), and a PayPal partnership (Feb 17), with most strategic updates followed by positive moves, including a 256.54% jump after the PayPal news. A $1.3M registered direct offering on Jan 23 coincided with a -31.81% reaction, highlighting sensitivity to dilution. Today’s $3.0M private placement continues the capital-raising trend against this backdrop of strategic initiatives and balance-sheet needs.

Market Pulse Summary

This announcement details a $3.0M private placement of 2,857,142 shares and warrants, including repr...

Analysis

This announcement details a $3.0M private placement of 2,857,142 shares and warrants, including repricing and extending earlier warrants, following January’s $1.3M registered offering. Recent filings showed declining revenue, ongoing losses, and going-concern language, explaining the focus on equity financing. Investors may track execution on the PayPal partnership, DMint spin-off, and iStores AI launch alongside future capital-raising activity and balance-sheet metrics disclosed in upcoming SEC reports.

Key Terms

securities purchase agreement, prefunded warrants, warrants, registration rights agreement, +4 more

8 terms

securities purchase agreement financial

"today announced that it has entered into a securities purchase agreement with an institutional investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

prefunded warrants financial

"2,857,142 shares of its common stock (or prefunded warrants in lieu thereof)"

Prefunded warrants are a security that gives the holder the right to convert the warrant into a share after paying a very small remaining amount because almost the full purchase price was paid upfront. They matter to investors because exercising them increases the company’s outstanding shares (dilution) and can provide immediate cash to the issuer while allowing holders to bypass ownership limits or simplify timing, similar to buying a nearly-complete gift card that only needs a tiny top-up to use.

warrants financial

"together with warrants to purchase up to 3,571,428 shares of common stock"

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.

registration rights agreement regulatory

"the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

resale registration statement regulatory

"effectiveness of the resale registration statement for the common stock underlying the warrants"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

Section 4(a)(2) regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

Securities Act regulatory

"from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act")"

A securities act is a law that governs the offering, sale and disclosure of stocks, bonds and other investment products to the public. It requires companies to provide clear, truthful information—like a product label for an investment—so buyers can understand risks and value before they invest. For investors, these rules reduce fraud, promote transparency, and help ensure fair access to market information.

AI-generated analysis. Not financial advice.

NEW YORK, NY / ACCESS Newswire / February 18, 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 with an institutional investor for the purchase and sale of 2,857,142 shares of its common stock (or prefunded warrants in lieu thereof) together with warrants to purchase up to 3,571,428 shares of common stock at combined purchase price of $1.05 per share and accompanying warrants. The warrants have an exercise price of $0.92 per share, are exercisable directly after effectiveness of the resale registration statement for the common stock underlying the warrants, and will have a term of five years from the effectiveness of the resale registration statement.

The Company has also agreed to reduce the exercise price of certain outstanding warrants held by the investor that were issued on August 23, 2021 and November 8, 2021 (the "Existing Warrants") to $0.92 per share and extend the term of the Existing Warrants three years.

The gross proceeds from the offering are expected to be approximately $3.0 million, before deducting commissions and expenses of the offering. The closing of the offering is expected to occur on or about February 19, 2026, subject to the satisfaction of customary closing conditions.

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

The offer and sale of the foregoing securities is made in a private placement in reliance on an exemption from the registration requirement of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder, and applicable state securities laws. Accordingly, the securities offered in the private placement may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirement of the Securities Act and such applicable state securities laws. Concurrently with the execution of the securities purchase agreement, the Company and the investors entered into a registration rights agreement pursuant to which the Company has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") registering the common stock and shares of common stock underlying the warrants. Any offering of the Company's securities under the resale registration statement will only be made by means of a prospectus.

The foregoing securities have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the common stock, 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 completion, size and timing 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

How much is OLB (NASDAQ:OLB) raising in the February 18, 2026 private placement?

OLB is expected to raise approximately $3.0 million from the private placement. According to the company, proceeds come from sale of common shares (or prefunded warrants) plus accompanying warrants at a combined $1.05 per share.

What are the terms of the new warrants issued to the investor in OLB's private placement?

The new warrants have an exercise price of $0.92 and a five-year term from registration effectiveness. According to the company, they become exercisable directly after the resale registration statement is effective.

When will the OLB private placement close and when do the resale rights take effect?

The closing is expected on or about February 19, 2026, subject to closing conditions. According to the company, resale rights depend on the effectiveness of the resale registration statement filed with the SEC.

How did OLB change terms on its previously issued warrants dated August 23 and November 8, 2021?

OLB reduced the exercise price of those existing warrants to $0.92 and extended their term by three years. According to the company, this amendment aligns exercise pricing with the new placement warrants.

Will OLB common stock and warrants be immediately tradable after the private placement?

No, the securities are restricted; they may not be resold in the U.S. until a registration statement is effective. According to the company, any resale will occur by prospectus under the resale registration statement.

Who is acting as placement agent for OLB's $3.0 million private placement?

D. Boral Capital LLC is acting as exclusive placement agent for the offering. According to the company, the placement agent facilitated the securities purchase agreement with the institutional investor.