The OLB Group Inc美股招股说明书(2026-01-26版)

Prospectus Supplement(To Prospectus Dated June 20, 2024) We are offering 2,166,666 shares of our common stock, par value $0.0001per share, or Common Stock, pursuant to this prospectussupplement and accompanying prospectus at an offering price per share equal to $0.60. In a concurrent private placement, we are also selling to the purchasers of the shares of our Common Stock in this offering, warrants topurchase up to an aggregate of 2,166,666 shares of our Common Stock, or the Purchase Warrants. The Purchase Warrants issued in theprivate placement and the shares of our Common Stock issuable upon the exercise of the Purchase Warrants are not being registeredunder the Securities Act of 1933, as amended, or the Securities Act, are not being offered pursuant to this prospectus supplement andthe accompanying prospectus and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act andRule 506(b) promulgated thereunder. The Purchase Warrants will have an exercise price of $0.78 per share, will become exercisablecommencing six months after issuance of the Purchase Warrants and will expire five years from the issuance of the Purchase Warrants. Our common stock is listed on The Nasdaq Capital Market under the symbol “OLB.” The last reported sale price of our common stockon The Nasdaq Capital Market on January 22, 2026 was $0.86 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates wasapproximately $6,817,782, which was calculated based on 11,267,749 shares of outstanding common stock, of which 5,980,511 sharesare held by non-affiliates, and the last reported sale price of our common stock of $1.14 per share on December 3, 2025. Pursuant toGeneral Instruction I.B.6 of Form S-3, in no event will we sell securities in a public primary offering with a value exceeding one-thirdof the aggregate market value of our common stock held by non-affiliates in any 12-month period, so long as the aggregate marketvalue of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar months prior to andincluding the date of this prospectus supplement (excluding this offering), we have offered and sold $918,852 shares of common stockpursuant to General Instruction I.B.6 of Form S-3. Investing in the offered securities involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectussupplement and page 7 of the accompanying prospectus for a discussion of information that you should consider beforeinvestingin our securities and in the documents incorporated by reference in this prospectus supplement and theaccompanying prospectus that we file with the Securities and Exchange Commission. We have engaged D. Boral Capital LLC to act as our exclusive placement agent in connection with this offering. The placement agenthas no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of oursecurities. The placement agent has agreed to use its reasonable best efforts to place the shares of Common Stock offered by thisprospectus supplement and accompanying prospectus. There is no arrangement for funds to be received in escrow, trust or similararrangement with respect to the shares offered hereby. There is no minimum offering requirement. We have agreed to pay theplacement agent the cash fees set forth in the table below. Proceeds, before expenses, to us (1)We have also agreed to the placement agent for certain offering-related expenses in connection with the offering. See “Plan ofDistribution” for additional information regarding the placement agent’s compensation. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Delivery of the shares of Common Stock is expected to be made on or about January 26, 2026, subject to satisfaction of customaryclosing conditions. D. Boral Capital LLC The date of this prospectus supplement isJanuary 22, 2026. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT PageAbout This Prospectus SupplementS-iiProspectus Supplement SummaryS-1The OfferingS-7Risk FactorsS-8Special Note Regarding Forward-Looking StatementsS-9Use of ProceedsS-10Description of Securities We Are OfferingS-12Private Placement TransactionS-13Plan of DistributionS-14Legal MattersS-16ExpertsS-16Where You Can Find Additional InformationS-16Incorporation of Documents By ReferenceS-17 PROSPECTUS ABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiABOUT THE COMPANY1RISK FACTORS7USE OF PROCEEDS8DESCRIPTION OF CAPITAL STOCK9DESCRIPTION OF DEBT SECURITIES13DESCRIPTION OF WARRANTS17DESCRIPTION OF SUBSCRIPTION RIGHTS18DESCRIPTION OF UNITS19FORMS OF SECU