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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February
18, 2026
THE OLB GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39435 |
|
12-4188568 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
1120 Avenue of the Americas, 4th Floor
New York, NY |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area
code: (212) 278-0900
Not Applicable
(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share |
|
OLB |
|
Nasdaq Capital Market |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement
On February 18, 2026, The
OLB Group, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an
institutional investor (the “Purchaser”) pursuant to which the Company agreed to sell and issue, in a private placement offering,
(i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 2,857,142 shares of the Company’s common stock,
par value $0.0001 per share (the “Common Stock”) (the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants,
the “Pre-Funded Warrant Shares”) and (ii) common warrants (the “Warrants”) to purchase up to 3,571,428 shares
of Common Stock (the shares of Common Stock issuable upon exercise of the Warrants, the “Warrant Shares”), at a combined purchase
price per Pre-Funded Warrant and accompanying Warrants of $1.05 (inclusive of the exercise price of $0.0001 to be paid upon exercise of
each Pre-Funded Warrant) (the “Offering”).
The Pre-Funded Warrants are immediately
exercisable, will expire upon exercise in full of all Pre-Funded Warrants and have an exercise price of $0.0001. The Warrants will be
exercisable upon the Effective Date (as defined in the Purchase Agreement), will expire on the five-year anniversary of the Effective
Date (as defined in the Purchase Agreement), and have an exercise price of $0.92 per share. The aggregate gross proceeds to the Company
from the Offering were approximately $3.0 million, before deducting placement agent fees and other offering expenses. The Offering closed
on February 19, 2026.
The Purchase Agreement contains
customary representations, warranties, and agreements by the Company and the Purchaser, customary conditions to closing, and customary
indemnification obligations of the Company. Pursuant to the terms of the Purchase Agreement, until forty-five (45) days after the Closing
Date (as defined in the Purchase Agreement), subject to certain exceptions, the Company may not issue, enter into any agreement to issue
or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement).
The Company, subject to certain exceptions, also may not effect or enter into an agreement to effect an issuance by the Company or any
of its subsidiaries of Common Stock or Common Stock Equivalents (as defined in the Purchase Agreement), or a combination of units thereof,
involving a Variable Rate Transaction (as defined in the Purchase Agreement) until six (6) months following the Effective Date; provided
however, that after forty-five (45) days after the Effective Date, the entry into and/or issuance of shares of Common Stock in an “at
the market” offering shall not be deemed a Variable Rate Transaction.
In addition, pursuant to the
Purchase Agreement, the Company agreed to reduce the exercise price to $0.92 and extend the term for three years until February 19, 2029
of certain outstanding warrants issued to the Purchaser on August 23, 2021 and November 8, 2021.
In connection with the Purchase
Agreement, on February 18, 2026, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”)
with the Purchaser. Pursuant to the Registration Rights Agreement, the Company will be required to file a resale registration statement
(the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) to register the Pre-Funded
Warrant Shares and Warrant Shares for resale. The Company agreed to file the Registration Statement within 15 calendar days following
the Company’s filing of its Annual Report on Form 10-K, and to have such Registration Statement declared effective within 30 days
following the filing date (or, in the event of a “full review” by the SEC, within 60 calendar days following the filing date.
The Company will be obligated to pay liquidated damages to the Purchaser if the Company fails to file the Registration Statement when
required or fails to cause the Registration Statement to be declared effective by the SEC when required.
The Pre-Funded Warrants, Warrants,
Pre-Funded Warrant Shares and Warrant Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”),
and were offered pursuant to an exemption from the registration requirements of the Securities Act provided under Section 4(a)(2) of the
Securities Act and/or Rule 506 of Regulation D promulgated under the Securities Act.
D. Boral Capital LLC (“D.
Boral”) acted as exclusive placement agent in connection with the Offering pursuant to that certain placement agency agreement,
dated February 18, 2026 (the “Placement Agency Agreement”), by and between the Company and D. Boral. Pursuant to the Placement
Agency Agreement, D. Boral received a cash fee of 6.0% of the aggregate gross proceeds paid to the Company for the securities sold in
the Offering and reimbursement of certain out-of-pocket expenses of $50,000. The Placement Agency Agreement contains customary representations,
warranties and agreements of the parties, and customary indemnification obligations of the Company.
The foregoing summary of the Warrant,
Pre-Funded Warrant, Purchase Agreement, and Placement Agency Agreement, and Registration Rights Agreement, does not purport to be complete
and is subject to, and qualified in its entirety by reference to, the full text of the form of Warrant, form of Pre-Funded Warrant, form
of Purchase Agreement, Placement Agency Agreement and form of Registration Rights Agreement, copies of which are filed as Exhibits 4.1,
4.2, 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
The representations, warranties
and covenants contained in the Purchase Agreement and the Placement Agency Agreement were made solely for the benefit of the parties to
such agreements and may be subject to limitations agreed upon by the contracting parties. Accordingly, such agreements are incorporated
herein by reference only to provide investors with information regarding the terms of such agreements, and not to provide investors with
any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures in the Company’s
periodic reports and other filings with the SEC.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained
above in Item 1.01 related to the Pre-Funded Warrants and Warrants is hereby incorporated by reference into this Item 3.02. The Pre-Funded
Warrants, Warrants, Pre-Funded Warrant Shares and Warrant Shares are being sold and issued without registration under the Securities Act
of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act
as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to an accredited investor,
and in reliance on similar exemptions under applicable state laws.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release
announcing the pricing of the Offering on February 18, 2026. The full text of the press release is attached hereto as Exhibit 99.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 4.1 |
|
Form of Warrant. |
| 4.2 |
|
Form of Pre-Funded Warrant. |
| 10.1 |
|
Form of Securities Purchase Agreement, dated February 18, 2026. |
| 10.2 |
|
Placement Agency Agreement, dated February 18, 2026, by and between The OLB Group, Inc. and D. Boral Capital LLC. |
| 10.3 |
|
Form of Registration Rights Agreement, dated February 18, 2026. |
| 99.1 |
|
Press Release, dated February 18, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: February 23, 2026
| |
By: |
/s/ Ronny Yakov |
| |
Name: |
Ronny Yakov |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
OLB Group Inc. Announces Pricing of $3.0 Million
Private Placement at a Premium to Market
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
