Black Titan Corporation Announces Full Conversion of Its Outstanding Convertible Note

With the note fully converted, Black Titan has no remaining obligations—and 2.92M new shares were issued, diluting existing shareholders.

Rhea-AI Summary

Black Titan Corporation (BTTC) announced that its senior unsecured convertible note, originally issued on January 16, 2026, has been fully converted into an aggregate of 2,924,082 ordinary shares. The note had an original principal amount of $1,515,000 (including $15,000 in fees) and was sold for $1,350,000, reflecting a 10% original issue discount.

The note was issued under a Securities Purchase Agreement that permits up to $200,000,000 in senior unsecured convertible notes and allows additional issuances through January 16, 2029. No additional notes have been issued. The holder converted the note in tranches between May 2026 and August 20, 2026, and the final conversion fully satisfied all principal, interest and other amounts, leaving the company with no remaining obligations under the note.

Positive

• $1,515,000 convertible note fully satisfied with no remaining obligations
• Debt obligation removed via conversion into 2,924,082 ordinary shares
• No additional notes issued under up to $200,000,000 facility to date

Negative

• Conversion created 2,924,082 new ordinary shares, diluting existing shareholders

Argus Sep 2 session 6 alerts

+3.73% close to close 0.6x rel. volume Open Argus

Details

Market move: BTTC +3.73% in the Sep 2 session. convertible note conversion

+2.5% Peak in 2 hr 15 min

$4.64M Mkt Cap at Peak Alert

On Sep 2, the day this news came out, BTTC closed 3.73% above the previous close. Argus tracked a peak move of +2.5% during that session. Our momentum scanner recorded 6 alerts for this stock that day.

Data tracked by StockTitan Argus for the Sep 2 session.

Key Figures

Converted shares: 2,924,082 ordinary shares Original principal: $1,515,000 Fees: $15,000 +5 more

Converted shares

2,924,082 ordinary shares

Full conversion of the outstanding convertible note

Original principal

$1,515,000

Convertible note issued January 16, 2026, including fees

Fees

$15,000

Included in the original principal amount

Purchase price

$1,350,000

Purchase price for the convertible note

Original issue discount

10%

Discount reflected in the note purchase price

Agreement capacity

Up to $200,000,000

Aggregate principal amount of permitted convertible notes

Conversion period

May 2026 to August 20, 2026

Series of conversion tranches

Additional-note option

Through January 16, 2029

Period during which additional notes may be issued

Historical Context

5 past events · Latest: Aug 19

5 events

1. Aug 19

   Digital-asset research

   24h Move

   +0.1%

   Research note highlighted stablecoin network utilization and machine-native commerce trends

2. Aug 14

   Digital-asset research

   24h Move

   -4.0%

   Research note described institutional digital-asset lending infrastructure convergence and middleware adoption

3. Jul 21

   Growth initiative

   24h Move

   +2.4%

   Cash reserves funded Southeast Asia expansion, including Indonesia and Singapore initiatives

4. Jun 23

   Digital-asset research

   24h Move

   +1.3%

   Research note covered merchant acceptance, settlement, treasury tools, and regulation

5. May 12

   Digital-asset research

   24h Move

   -3.8%

   Research note discussed pre-IPO tokenization, agentic finance, and neobank charters

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior unsecured convertible note, original issue discount, securities purchase agreement, tranches, +1 more

5 terms

senior unsecured convertible note financial

"The senior unsecured convertible note (the "Note") issued to an institutional investor"

A senior unsecured convertible note is a loan a company issues that ranks high in repayment order but has no specific assets pledged as collateral and can be changed into company shares under set terms. For investors it matters because it combines regular interest and relative safety in a default with the upside of becoming stock — like holding a high-priority IOU that can be flipped into ownership, affecting both credit risk and potential dilution.

original issue discount financial

"reflecting a 10% original issue discount to the principal of the Note"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

securities purchase agreement financial

"It was issued pursuant to a Securities Purchase Agreement between the Company"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

tranches financial

"The holder converted the Note in a series of tranches between May 2026"

Tranches are portions or slices of a larger financing deal—such as a loan, bond issue, or equity round—that are released at different times or under different conditions. For investors they matter because each tranche can carry different risk, interest or payout terms and may be paid only if certain targets are met; think of funding as slices of a cake handed out as progress is made.

principal financial

"No principal, accrued interest, or other amounts remain outstanding"

Principal is the core sum of money at stake — the original amount invested, loaned, or still owed on a debt — and can also mean the main party involved in a transaction. Think of it as the seed from which interest, gains or losses grow: it determines how much interest accrues, how much must be repaid, and how big an investor’s exposure or claim is in a deal, so it directly affects returns and risk.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK CITY, NY / ACCESS Newswire / September 2, 2026 / Black Titan Corporation (NASDAQ:BTTC) ("Black Titan" or the "Company") today announced that the senior unsecured convertible note (the "Note") issued to an institutional investor has been converted in full into an aggregate of 2,924,082 ordinary shares of the Company.

Background. The Note was issued on January 16, 2026 in an original principal amount of $1,515,000 (including $15,000 in fees), at a purchase price of $1,350,000, reflecting a 10% original issue discount to the principal of the Note. It was issued pursuant to a Securities Purchase Agreement between the Company and the institutional investor providing for senior, unsecured convertible notes of up to $200,000,000 in aggregate principal amount. The Company retained the option to issue additional notes at future closings through January 16, 2029. No additional notes have been issued under the Securities Purchase Agreement, which remains in effect through January 16, 2029.

Conversion and satisfaction. The holder converted the Note in a series of tranches between May 2026 and August 20, 2026, in accordance with the terms of the Securities Purchase Agreement. The final conversion satisfied the Note in full, and no principal, accrued interest, or other amounts remain outstanding.

"The Note has been fully converted and satisfied in accordance with its terms, and the Company has no remaining obligations under it," said Brynner Chiam, Co-CEO of Black Titan.

About Black Titan Corp

Black Titan Corporation (NASDAQ:BTTC), through its subsidiary TalenTec Sdn Bhd, is a provider of human capital management ("HCM") and enterprise resource planning ("ËRP") solutions across Southeast Asia, distributing and supporting enterprise HCM and ERP and financial software platforms alongside related consulting, implementation, training, and continuing support services. The Company serves clients across financial institutions, manufacturing, utilities, higher education, and other sectors, and is expanding its regional presence to support growing demand for HCM and ERP solutions.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on current expectations and assumptions that are subject to change. Actual results may differ materially from those anticipated in the forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those expressed or implied, including market volatility, regulatory developments and dilution from future financings. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Media & Investor Contact

Brynner Chiam
Co-Chief Executive Officer
contact-us@blacktitancorp.com

SOURCE: Black Titan Corp

View the original press release on ACCESS Newswire

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Black Titan Corporation (BTTC) announce about its convertible note on September 2, 2026?

Black Titan Corporation announced that its senior unsecured convertible note has been fully converted into 2,924,082 ordinary shares. The final conversion occurred after a series of tranches, and the note is now fully satisfied with no principal, interest, or other amounts outstanding.

How many shares were issued from the conversion of Black Titan (BTTC)'s senior unsecured convertible note?

The senior unsecured convertible note was converted in full into an aggregate of 2,924,082 ordinary shares of Black Titan Corporation. These shares were issued through a series of conversion tranches completed between May 2026 and August 20, 2026.

What were the original terms and size of the Black Titan (BTTC) convertible note now fully converted?

The note was issued on January 16, 2026 with an original principal amount of $1,515,000 (including $15,000 in fees) and a purchase price of $1,350,000, representing a 10% original issue discount to principal.

Does Black Titan Corporation (BTTC) still have any obligations under the converted note?

No. After the final conversion, the note was fully satisfied, and no principal, accrued interest, or other amounts remain outstanding. The company states it has no remaining obligations under this senior unsecured convertible note.

What is the total capacity of Black Titan (BTTC)'s Securities Purchase Agreement for convertible notes?

The Securities Purchase Agreement allows issuance of senior unsecured convertible notes of up to $200,000,000 in aggregate principal amount. The agreement permits additional note issuances at future closings through January 16, 2029, although no additional notes have been issued so far.

Until when can Black Titan (BTTC) issue additional convertible notes under its existing agreement?

Black Titan Corporation retained the option to issue additional senior unsecured convertible notes under the Securities Purchase Agreement through January 16, 2029. As of this announcement, no additional notes have been issued, but the agreement remains in effect until that date.

What business does Black Titan Corporation (BTTC) operate after this convertible note conversion?

Black Titan Corporation, through subsidiary TalenTec Sdn Bhd, provides human capital management (HCM) and enterprise resource planning (ERP) solutions across Southeast Asia. It distributes and supports enterprise HCM, ERP and financial software, plus related consulting, implementation, training and ongoing support for multiple industry sectors.