OLB GROUP, INC.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
OLB$0.18+5.4%Stored close · as of Nov 6, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001213900-26-058054
Unregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001185185-26-003553
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 11 previous paragraphs and 23 current paragraphs.
9 unchanged; 1 reworded; 13 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (13)
Current report
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. We are nonetheless voluntarily providing the following risk factor.
Current report
Our planned tokenized offering application is in the development stage, may not be launched as anticipated, and exposes us to legal, regulatory and operational risks.
Current report
As described in Note 1 to our condensed consolidated financial statements, we are developing an application intended to enable issuers using our CrowdPay platform to generate tokenized offerings, provide investors with additional payment options and access live AI chatbot support. The application is in the development stage and has not been launched. We currently expect to release an initial update during the fourth quarter of 2026 and to complete a full launch in early 2027, but the timing may change and the application may not be launched at all. The offer, sale and transfer of tokenized securities is subject to evolving and uncertain regulation under federal and state securities laws, including registration, broker-dealer, transfer agent, custody and, in certain circumstances, money transmission requirements, and regulators have brought enforcement actions against participants in digital asset markets. The application will also depend on third-party blockchain networks, smart contracts and service providers, which expose us to risks of technical failure, cybersecurity incidents, loss of private keys and irreversible transaction errors. We also expect the application to offer stablecoin payment options provided by licensed or otherwise authorized third parties. Stablecoin payment activity is subject to a developing and uncertain federal and state regulatory framework, including the federal payment stablecoin regime and state money transmission licensing requirements, and we would depend on these providers obtaining and maintaining the licenses and authorizations necessary to support such transactions. The loss of a provider’s authorization, a change in the applicable regulatory framework, or a determination by a regulator that our own activities require licensing could require us to suspend, modify or abandon these payment options. In addition, the market for tokenized securities may not develop as we anticipate, and we may not generate meaningful revenue from the application. The occurrence of any of these events could adversely affect our business, reputation, results of operations and financial condition.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a third party for AI consulting services. The shares were valued at $0.3059, the closing stock price on the date of grant, for total non-cash expense of $357,903.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a third party for consulting services. The shares were valued at $0.3059, the closing stock price on the date of grant, for total non-cash expense of $357,903.
Current report
On August 7, 2026, the Company issued 1,250,000 shares of common stock to a third party for AI consulting services. The shares were valued at $0.3059, the closing stock price on the date of grant, for total non-cash expense of $382,375.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a third party for consulting services. The shares were valued at $0.3059, the closing stock price on the date of grant, for total non-cash expense of $357,903.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a third party to be used for the settlement of accounts payable. The shares were valued at $0.3059, the closing stock price on the date of grant, for total value of $357,903.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a service provider for the settlement of accounts payable. The shares were valued at $0.3059, the closing stock price on the date of grant, for total value of $357,903.
Current report
On August 7, 2026, the Company issued 1,170,000 shares of common stock to a third party to be used for the settlement of accounts payable. The shares were valued at $0.3059, the closing stock price on the date of grant, for total value of $357,903.
Current report
All shares of common stock issued pursuant to these transactions were issued in reliance upon Section 4(a)(2) of the Securities Act and are restricted securities under Rule 144.
Current report
During the six months ended June 30, 2026, no director or officer of the Company, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K..
Removed paragraphs (1)
Reworded paragraphs (1)
Previous wording
On February 18, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued, in a private placement, pre-funded warrants to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to 3,571,428 shares of common stock at a combined purchase price of $1.05 per unit. The pre-funded warrants are immediately exercisable at a nominal exercise price, and the common warrants have an exercise price of $0.92 per share and a five-year term. The offering closed on February 19, 2026, generating net proceeds of approximately $2,619,613, after deducting placement agent fees and other offering expenses.
Current wording
On February 18, 2026, the Company entered into a securities purchase agreement with an institutional investor pursuant to which it issued, in a private placement, pre-funded warrants to purchase up to 2,857,142 shares of common stock and common warrants to purchase up to 3,571,428 shares of common stock at a combined purchase price of $1.05 per unit. The pre-funded warrants are immediately exercisable at a nominal exercise price, and the common warrants have an exercise price of $0.92 per share and a five-year term. The offering closed on February 19, 2026, generating net proceeds of approximately $2,619,713, after deducting placement agent fees and other offering expenses. During the six months ended June 30, 2026, all 2,857,142 warrants were exercised for shares of common stock for total proceeds of $286.