OLB GROUP, INC.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On January 22, 2026, the Company entered into a securities purchase agreement with certain institutional investors pursuant to which it agreed to sell, in a registered direct offering, 2,166,666 shares of common stock and, in a concurrent private placement, warrants to purchase up to 2,166,666 additional shares of common stock at a combined purchase price of $0.60 per share and accompanying warrant. The offering closed on January 26, 2026, generating aggregate net proceeds of approximately $1,096,783, after deducting placement agent fees and other offering expenses. The shares were issued pursuant to an effective shelf registration statement on Form S-3, while the warrants were issued in a private placement.

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.

On January 21, 2026, the Company issued 550,000 shares of common stock for payment of various accounts payable totaling approximately $518,731. The shares were valued at $0.80, the closing stock price on the date of grant, for a total value of $437,325. The Company recorded a gain on the extinguishment of debt of $81,406.

On January 21, 2026, the Company issued 350,000 shares of common stock for prepaid legal services totaling approximately $278,250. The shares were valued at $0.80, the closing stock price on the date of grant.

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.

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.

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.

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.

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.

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.

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.

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.