STOCK TITAN

The OLB Group (NASDAQ: OLB) launches $1.6M at-the-market stock offering

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The OLB Group, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC to establish an at-the-market equity offering program for its common stock. Under this arrangement, Maxim will act as sales agent or principal to sell shares on Nasdaq or through other permitted at-the-market methods as directed by the company.

The company controls the sale parameters and is not obligated to sell any shares. A prospectus supplement filed August 7, 2026 registers up to $1,600,000 of common shares under an existing Form S-3 shelf registration. Maxim will receive a 3.0% commission on gross sales and reimbursement of certain expenses. The program continues until terminated under the agreement’s notice provisions.

Positive

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM registered amount $1,600,000 Prospectus supplement filed August 7, 2026 for ATM Offering
Sales commission 3.0% of gross sales price Commission payable to Maxim Group LLC on ATM share sales
Shelf registration file number 333-280347 Form S-3 shelf registration supporting the ATM Offering
Notice to terminate by company 10 business days Advance written notice required for company termination of agreement
Equity Distribution Agreement financial
"entered into an Equity Distribution Agreement (the “Sales Agreement”)"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
at the market offering financial
"as the Company’s sales agent or principal in an “at the market offering” program"
An at-the-market offering is a way a company raises cash by selling newly issued shares directly into the open market at prevailing prices, rather than all at once in a single deal. Think of it like turning a faucet on to drip shares into trading at current prices when needed; it gives the company flexibility to raise funds over time but can dilute existing shareholders and potentially affect the stock price, which investors should monitor.
shelf Registration Statement regulatory
"pursuant to the Company’s shelf Registration Statement on Form S-3"
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.
prospectus supplement regulatory
"filed a prospectus supplement with the SEC registering up to $1,600,000"
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.
Rule 415 regulatory
"offerings as defined in Rule 415 under the Securities Act of 1933"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.

FAQ

What ATM equity program did THE OLB GROUP (OLB) establish on August 7, 2026?

THE OLB GROUP, Inc. established an at-the-market equity offering program via an Equity Distribution Agreement with Maxim Group LLC. Maxim may sell common shares as agent or principal on Nasdaq and other permitted venues, following parameters set by the company.

What is the maximum dollar amount registered for OLB’s ATM offering?

OLB filed a prospectus supplement registering up to $1,600,000 of common shares for its ATM program. These shares are issued under the company’s effective Form S-3 shelf registration statement declared effective on July 2, 2024.

How is Maxim Group LLC compensated under OLB’s Equity Distribution Agreement?

Maxim Group LLC will receive a 3.0% commission on the gross sales price of OLB shares sold under the ATM program. OLB also agreed to reimburse Maxim’s costs and out-of-pocket expenses, including legal counsel fees, related to these services.

Is THE OLB GROUP (OLB) required to sell shares under the ATM agreement?

OLB has no obligation to sell any shares under the Equity Distribution Agreement. The company may choose whether to request sales, and there is no assurance any shares will be sold, at what prices, or on which dates.

How long will OLB’s ATM equity offering program remain in effect?

The ATM program will continue until it is terminated under the agreement. OLB may terminate in its sole discretion with ten business days’ written notice, or it can end through mutual termination by OLB and Maxim with five days’ written notice.

Under what registration statement is OLB’s ATM offering being conducted?

The ATM offering shares are issued under OLB’s Form S-3 shelf Registration Statement (File No. 333-280347). This shelf registration was filed on June 20, 2024 and declared effective on July 2, 2024, enabling the subsequent $1,600,000 prospectus supplement.

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Learn about SEC filing dates
false 0001314196 0001314196 2026-08-07 2026-08-07 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 7, 2026

 

THE OLB GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   000-52994   13-4188568
(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 to 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, $0.0001 par value   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 August 7, 2026, The OLB Group, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim”) providing for the sale and issuance by the Company of shares of its common stock, par value $0.0001 per share (the “Shares”), from time to time, through or to Maxim as the Company’s sales agent or principal in an “at the market offering” program and as set forth in the Sales Agreement (the “ATM Offering”).

 

Pursuant to the Sales Agreement, Maxim has agreed to use its commercially reasonable efforts, consistent with applicable state and federal law, rules and regulations, and the rules of the Nasdaq Capital Market (“Nasdaq”), to sell the Shares from time to time. The Company will designate the parameters for the sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, limitations on the number of Shares that may be sold on any trading day and any minimum price below which sales may not be made.

 

Sales of the Shares, if any, under the Sales Agreement may be made through any method permitted by law to be “at-the-market equity offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made by means of ordinary brokers’ transactions, including on Nasdaq, at market prices or as otherwise agreed with Maxim. The Company has no obligation to sell any of the Shares under the Sales Agreement and no assurance can be given that the Company will sell any Shares under the Sales Agreement, or if it does, as to the price or amount of Shares that the Company will sell, or the dates on which any such sales will take place. The offering of Shares pursuant to the Sales Agreement shall continue until (i) termination by the Company in its sole discretion upon the provision of ten (10) business days’ prior written notice and (ii) the mutual termination of the Sales Agreement through provision of five (5) days’ written notice by both the Company and Maxim, as permitted therein.

 

The Company has agreed to pay Maxim a commission equal to 3.0% of the gross sales price from the sales of Shares pursuant to the Sales Agreement. In addition, the Company has agreed to reimburse Maxim for its costs and out-of-pocket expenses incurred in connection with its services, including the fees and out-of-pocket expenses of its legal counsel.

 

The Shares will be issued pursuant to the Company’s shelf Registration Statement on Form S-3 (File No. 333-280347) filed with the Securities and Exchange Commission (the “SEC”) on June 20, 2024 and which was declared effective on July 2, 2024. On August 7, 2026, the Company filed a prospectus supplement with the SEC registering up to $1,600,000 of Shares relating to the ATM Offering.

 

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

The foregoing summary of the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. The Sales Agreement contains representations and warranties that the parties made to, and solely for the benefit of, the other in the context of all of the terms and conditions of the Sales Agreement and in the context of the specific relationship between the parties. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors and the public to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other disclosures contained in the Company’s filings with the SEC.

 

Attached hereto as Exhibit 5.1 to this Current Report is the opinion of Ellenoff Grossman & Schole LLP relating to the legality of the issuance and sale of the Shares.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

5.1   Opinion of Ellenoff Grossman & Schole LLP
10.1   Equity Distribution Agreement, dated August 7, 2026
23.1   Consent of Ellenoff Grossman & Schole LLP (included in Exhibit 5.1)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

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: August 12, 2026

 

  THE OLB GROUP, INC.
     
  By: /s/ Ronny Yakov
  Name:  Ronny Yakov
  Title: Chief Executive Officer

 

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Filing Exhibits & Attachments

6 documents