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The OLB Group Inc美股招股说明书(2026-08-07版)

2026-08-07 美股招股说明书 小烨
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Prospectus Supplement(To Prospectus Dated July 2, 2024) We have entered into an Equity Distribution Agreement dated August 7, 2026 (the “Equity Distribution Agreement”) withMaxim Group LLC (“Maxim”) relating to the sale of our common stock offered by this prospectus supplement and the accompanyingprospectus. In accordance with the terms of the Equity Distribution Agreement, we may offer and sell up to $1,600,000 of shares ofour common stock, $0.0001 par value per share, from time to time through Maxim acting as agent. Sales of our common stock, if any, under this prospectus supplement and accompanying prospectus may be made in salesdeemed to be“at the market offerings”as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, or theSecurities Act. Maxim is not required to sell any specific dollar amount of shares, but will use commercially reasonable efforts to sellon our behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, onmutually agreed terms between Maxim and us. There is no arrangement for funds to be received in any escrow, trust or similararrangement. We provide more information about how the shares of common stock will be sold in the section entitled “Plan ofDistribution.” Maxim will be entitled to compensation at a fixed commission rate of 3% of the gross sales price per share sold. Inconnection with the sale of our common stock on our behalf, Maxim will be deemed to be an“underwriter”within the meaning of theSecurities Act and the compensation of Maxim will be deemed to be underwriting commissions or discounts. We have also agreed toprovide indemnification and contribution to Maxim with respect to certain liabilities, including liabilities under the Securities Act. Our common stock is listed on The Nasdaq Capital Market (“Nasdaq”) under the symbol“OLB.”The last reported sale priceof our common stock on Nasdaq on August 6, 2026 was $0.295 per share. As of the date of this prospectus supplement, the aggregate market value of our outstanding common stock held by non-affiliates, or public float, was approximately $8,714,468, which was calculated based on 24,027,930 shares of outstanding commonstock, of which 18,740,792 shares of common stock are held by non-affiliates, and a price per share of $0.465, which was the closingsale price of our common stock as reported on Nasdaq on June 9, 2026. Pursuant to General Instruction I.B.6 of Form S-3, in no eventwill we sell, pursuant to the registration statement of which this prospectus supplement forms a part, securities in a public primaryoffering with a value exceeding one-third of the aggregate market value of our common stock held by non-affiliates in any 12-monthperiod, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million.During the 12 calendar months prior to and including the date of this prospectus supplement, we have sold $1,300,000 of securitiespursuant 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-4 of thisprospectus supplement and page 5 of the accompanying prospectus for a discussion of information that you should considerbefore investing in 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. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Anyrepresentation to the contrary is a criminal offense. Maxim Group LLC The date of this prospectus supplement is August 7, 2026 TABLEOF CONTENTS PROSPECTUS SUPPLEMENT About This Prospectus SupplementProspectus Supplement SummaryThe OfferingRisk FactorsSpecial Note Regarding Forward-Looking StatementsUse of ProceedsDilutionDescription of Securities We Are OfferingPlan of DistributionLegal MattersExpertsWhere You Can Find Additional InformationIncorporation of Documents By Reference PROSPECTUS About This ProspectusCautionary Note Regarding Forward-Looking StatementsAbout the CompanyRisk FactorsUse of ProceedsDescription of Capital StockDescription of Debt SecuritiesDescription of WarrantsDescription of Subscription RightsDescription of UnitsForm of SecuritiesPlan of DistributionLegal MattersExpertsWhere You Can Find More InformationIncorporation of Certain Documents by Reference You should rely only on the information we have provided or incorporated by reference in this prospectus supplementand the accompanying prospectus. We have not authorized anyone to provide you with information different from thatcontained or incorporated by reference in this prospectus supplement or the accompanying prospectus. This prospectus supplement