Branded Legacy, Inc. (OTC: BLEG) Successfully Negotiates Retirement of Four Additional Convertible Notes, Preventing Potential Dilution of Hundreds of Millions of Shares

Rhea-AI Summary

Branded Legacy (OTC: BLEG) announced the negotiated retirement of $1,078,500 in legacy convertible notes, removing conversion risk tied to instruments issued under prior management. The settlements eliminate the potential conversion into hundreds of millions of shares and reduce near-term dilution risk for existing shareholders.

The company reports it has already issued 140 million of about 300 million shares tied to prior convertibles, is not planning new dilutive instruments, and is working with OTC Markets Group to update its issuer profile and remove the Yield Sign designation.

Positive

• Retired $1,078,500 of legacy convertible debt
• Averted conversion of instruments that could create hundreds of millions of shares
• No new dilutive instruments planned beyond honoring legacy commitments

Negative

• Previously issued 140 million of ~300 million anticipated convertible shares
• Remaining conversion exposure of approximately 160 million shares from prior instruments
• Issuer profile and Yield Sign removal remain in progress with OTC Markets Group

News Market Reaction

%

1 alert

% News Effect

On the day this news was published, BLEG declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Company has decisively eliminated $1,078,500 in legacy convertible debt

VANCOUVER, British Columbia, Feb. 04, 2026 (GLOBE NEWSWIRE) -- via IBN -- Branded Legacy, Inc. (OTC:BLEG), today announced that Interim Chief Executive Officer Dr. Jamie Forrest, PhD, MPH, has successfully negotiated the retirement of four legacy convertible notes.

The notes, which originated under prior management, included three instruments that had aged over two years and were eligible for conversion into shares, along with one additional note that would become convertible in September 2026. Through direct negotiations with the note holder, Dr. Forrest secured an agreement to retire these obligations on favorable terms, eliminating the potential for conversion into hundreds of millions of shares and averting significant future dilution for existing shareholders.

This latest achievement builds directly on the Company's prior success in retiring approximately $1 million in legacy convertible debt, as announced in the press release dated December 29, 2025. That earlier transaction similarly removed substantial liabilities and reduced dilution risks following a comprehensive management overhaul.

Since Dr. Jamie Forrest assumed leadership of Branded Legacy in December 2025, he has decisively eliminated $1,078,500 in legacy convertible debt through rigorous due diligence, strategic negotiations, and favorable settlements.

This thorough review identified these additional convertible instruments as key risks to the capital structure. By proactively engaging the note holder, who had previously realized meaningful returns on the investments, Dr. Forrest negotiated a resolution that strengthens the balance sheet, enhances financial flexibility, and supports long-term shareholder value creation.  Since Dr. Forrest assumed leadership of Branded Legacy in December 2025, he has decisively eliminated $1,078,500 in legacy convertible debt through rigorous due diligence, strategic negotiations, and favorable settlements.

"Protecting shareholder interests through disciplined capital management is a top priority," said Dr. Jamie Forrest, Interim Chief Executive Officer of Branded Legacy, Inc. "By identifying and resolving these legacy convertible notes through careful negotiation, we have eliminated a major source of potential dilution that could have impacted hundreds of millions of shares. This step, combined with our ongoing work to improve transparency and compliance, positions Branded Legacy for sustainable growth in the near future."

In continued commitment to the transparency outlined in prior disclosures, the Company has issued 140 million of the approximately 300 million shares anticipated from pre-existing convertible instruments entered into by prior management before Dr. Forrest assumed control, with all conversion notices validly submitted and executed beforehand. No new dilutive instruments are planned beyond honoring these legacy commitments.

The Company continues to collaborate with OTC Markets Group to ensure its issuer profile reflects the updated management, business description, and disclosures. These initiatives are progressing steadily, with a focus on meeting remaining requirements to remove the Yield Sign designation from the ticker.

About Branded Legacy, Inc.

Branded Legacy, Inc. (OTC:BLEG) is a publicly traded company currently headquartered in Vancouver, British Columbia, positioned as a clean public platform committed to financial discipline, transparency, and sustainable shareholder value creation.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, including projections regarding market growth, revenue potential, and development timelines, are based on current expectations and beliefs and involve risks and uncertainties that could cause actual results to differ materially. Branded Legacy undertakes no obligation to update these statements except as required by law.

Contact:

Dr. Jamie Forrest 
Interim Chief Executive Officer 
Branded Legacy, Inc. 
Email: ir@brandedlegacy.com

InvestorWire Service Contact:
IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
Editor@InvestorBrandNetwork.com

FAQ

What did Branded Legacy (BLEG) announce on February 4, 2026 about convertible debt?

The company retired $1,078,500 of legacy convertible notes through negotiated settlements. According to the company, this removes conversion risk tied to prior-management instruments and reduces potential shareholder dilution.

How many shares has Branded Legacy (BLEG) already issued from prior convertible instruments?

Branded Legacy has issued 140 million shares of about 300 million anticipated from prior convertibles. According to the company, those conversions were validly submitted and executed before current management assumed control.

Does the February 4, 2026 action eliminate all dilution risk for BLEG shareholders?

The settlements materially reduce dilution but do not eliminate all risk due to remaining legacy instruments. According to the company, roughly 160 million anticipated convertible shares remain possible from prior agreements.

What impact does retiring $1,078,500 in convertibles have on BLEG's balance sheet and shareholder value?

Retirement of the legacy notes reduces contingent liabilities and potential share overhang. According to the company, the action strengthens the balance sheet and supports longer-term financial flexibility for shareholders.

Will Branded Legacy (BLEG) issue new dilutive instruments after these settlements?

The company stated it does not plan new dilutive instruments beyond honoring legacy commitments. According to the company, no additional convertible issuances are planned at this time.