Dilutive pref share deal as Black Titan (NASDAQ: BTTC) settles dispute

Rhea-AI Filing Summary

Black Titan Corporation resolves a disputed bonus claim through a US$800,000 settlement payment to former TTNP CEO David Lazar, funded on April 15, 2026. ARC Group International Limited provided the funds, and in return received 800 non-voting Series B preferred shares, convertible into ordinary shares at 80% of the prior 5-day VWAP.

These Series B Shares carry strong protective rights, requiring majority Series B consent for adverse charter changes, increasing the series, or fundamental transactions. Black Titan also amended its senior unsecured convertible note documents for up to $200,000,000 in notes to remove references to an “Adjusted Floor Price” while confirming a Floor Price of $0.3248 and an interest conversion price based on 90% of the lowest 10-day VWAP, subject to that floor.

The company additionally released a research-style press release discussing trends in equity tokenization, autonomous DeFi infrastructure, neobank U.S. charter efforts, and institutional real-world-asset tokenization, positioning Black Titan as a digital asset technology company focused on its DAT+ strategy.

Insights

Capital structure and corporate finance analyst

Black Titan settles a legacy dispute and adjusts convertible financing terms, affecting dilution mechanics.

Black Titan paid US$800,000 to resolve a merger-related bonus dispute with former TTNP CEO David Lazar, funded by major shareholder ARC Group. In exchange, ARC received 800 non-voting Series B preferred shares, convertible at 80% of the prior 5-day VWAP, introducing a variable-price equity instrument tied to market levels.

The Series B Shares include strong consent rights over adverse charter changes, increasing the series, and fundamental transactions, giving this class meaningful structural protections despite no voting rights. Separately, the company amended its senior unsecured convertible note documents for up to $200,000,000 in notes, removing all references to an “Adjusted Floor Price” and clarifying definitions such as “Floor Price” at $0.3248 and the interest conversion formula based on 90% of the lowest 10-day VWAP, but not below that floor.

These changes refine how future conversions and potential dilution are calculated without altering the headline capacity of the financing. The filing also highlights Black Titan’s focus on digital asset market infrastructure through a press release on equity tokenization, agentic finance, and neobank stablecoin strategies, though the excerpt does not tie these themes to specific revenue or earnings figures.

Key Figures

Settlement Amount: US$800,000 Series B Shares issued: 800 shares Convertible note capacity: $200,000,000 principal +5 more

8 metrics

Settlement Amount US$800,000 One-time payment to resolve disputed bonus claim, paid April 15, 2026

Series B Shares issued 800 shares Preferred shares of $0.001 par value issued to ARC for funding settlement

Convertible note capacity $200,000,000 principal Aggregate principal amount of senior unsecured convertible notes

Initial convertible note $1,515,000 principal Initial note issued January 16, 2026 under the Securities Purchase Agreement

Floor Price $0.3248 per share Minimum price for conversions, adjustable for stock events

Interest Conversion Price formula Lower of Conversion Price or 90% of lowest 10-day VWAP, ≥ Floor Price Determines price for interest conversions on notes

Preferred conversion discount 80% of 5-day VWAP Conversion price for Series B Shares into ordinary shares

Equity incentive cap 20% of outstanding shares Limit on Approved Stock Plan issuances after Subscription Date in Excluded Securities definition

Key Terms

Series B preferred shares, VWAP, Floor Price, Original issue discount, +2 more

6 terms

Series B preferred shares financial

"Black Titan has issued 800 preferred shares ... designated as series B preferred shares (the “Series B Shares”)"

Series B preferred shares are a class of company stock issued during a later round of private financing that gives investors priority over common shareholders for payouts and protections if the company is sold or liquidated. Think of them as a VIP ticket that often includes a fixed claim on returns, possible regular payments, and the option to convert into regular shares; that mix of safety and upside helps investors assess risk and potential reward.

VWAP financial

"convertible ... into ordinary shares ... at a conversion price of 80% of the 5-day VWAP immediately preceding the applicable conversion date"

VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.

Floor Price financial

"“ Floor Price ” means $0.3248 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events)"

The floor price is the minimum price at which a security, asset, or offering will be sold or accepted, acting like a seller’s “bottom line” or a reserve in an auction. For investors it matters because it sets a visible downside limit and can influence trading, valuation, and expectations of risk—like knowing there’s a safety net that a sale won’t go below a set level.

Original issue discount financial

"issuance and sale of a series of original issue discount senior, unsecured convertible notes"

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.

Convertible notes financial

"convertible notes for up to an aggregate principal amount of $200,000,000, which are convertible into ordinary shares of Black Titan"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

Registration Rights Agreement regulatory

"On the same date, Black Titan issued an initial note ... and a registration rights agreement"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the months of April and May 2026

Commission File No. 001-42880

BLACK TITAN CORPORATION

(Registrant’s Name)

Level 8, Unit 8-02 The Bousteador, 10, Jalan PJU 7/6

Mutiara Damansara, 47800 Petaling Jaya

Selangor Darul Ehsan, Malaysia

(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Material Agreements

Settlement Agreement and Mutual Release

In January 2026, Mr. Lazar, the former Chief Executive Officer of Titan Pharmaceuticals, Inc. (“TTNP”), the predecessor company to Black Titan Corporation (“Black Titan”), asserted a claim against the Company alleging an entitlement to a special bonus arising in connection with the merger that closed on October 1, 2025. The Company disputed both the validity and the amount of Mr. Lazar’s claim and the amount involved, and the parties remained in active dispute through the first quarter of 2026.

Following negotiations, Black Titan executed a Settlement and Release Agreement with Mr. Lazar, pursuant to which they agreed to fully and finally resolve the disputed claim through a one-time payment of US$800,000 (the “Settlement Amount”). The Settlement Amount was determined in April 2026 and paid in full on April 15, 2026, and Mr. Lazar acknowledged that the Group owes no further amounts.

Each of Black Titan and Mr. Lazar also agreed to a mutual release of any claims they may have against each other.

Related Party Transaction.

ARC Group International Limited (“ARC”), a significant shareholder of Black Titan, provided the funds for payment of the Settlement Amount.

In satisfaction of the payment of the Settlement Amount by ARC directly to Mr. Lazar, Black Titan has issued 800 preferred shares of $0.001 par value each in Black Titan, which are designated as series B preferred shares (the “Series B Shares”) to ARC, pursuant to the terms of a Securities Purchase Agreement, May 8, 2026. The Series B Shares are convertible, at any time, and from time to time, into ordinary shares of Black Titan at a conversion price of 80% of the 5-day VWAP immediately preceding the applicable conversion date. Black Titan will register the ordinary shares underlying the Series B Shares within sixty (60) days after the closing date of the sale of the Series B shares, and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable thereafter.

The Series B Shares have no voting rights. However, as long as any Series B Shares are outstanding, the Black Titan shall not, whether by amendment, merger, or any other means, without the affirmative consent of the holders of a majority of the then outstanding Series B Shares:

	●	alter or change adversely the powers, preferences or rights attached to the Series B Shares;
	●	amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series B Shares;
	●	increase the number of Series B Shares which the Company may issue;
	●	enter into or consummate any fundamental transaction; or
	●	enter into any agreement with respect to any of the foregoing.

The Audit Committee of Black Titan has ratified the related party transaction.

2

Amendment to Convertible Note Transaction Documents

As previously disclosed in the Report on Form 6-K filed in January 2026, on January 16, 2026, Black Titan entered into a Securities Purchase Agreement with an institutional investor (the “Buyer”) relating to the issuance and sale of a series of original issue discount senior, unsecured convertible notes for up to an aggregate principal amount of $200,000,000, which are convertible into ordinary shares of Black Titan. On the same date, Black Titan issued an initial note in the principal amount of $1,515,000 and a registration rights agreement.

On May 11, 2026, we entered into amendment agreements with the Buyer to amend the (i) Securities Purchase Agreement, (ii) Registration Rights Agreement; and (iii) Initial Note (collectively, the “Convertible Note PIPE transaction documents”), which were initially executed on January 16, 2026 in connection with the closing of the Convertible Notes PIPE transaction, to (x) remove all references to the defined term “Adjusted Floor Price” from the Convertible Note PIPE transaction documents, and to (y) amend and restate certain defined terms to remove references to “Adjusted Floor Price” from the following definitions in the Initial Note:

	(1)	“Alternate Conversion Floor Amount” means an amount in cash, to be delivered by wire transfer of immediately available funds pursuant to wire instructions delivered to the Company by the Holder in writing, equal to the product obtained by multiplying (A) the VWAP on the day the Holder delivers the applicable Conversion Notice and (B) the difference obtained by subtracting (I) the number of Ordinary Shares delivered (or to be delivered) to the Holder on the applicable Share Delivery Deadline with respect to such Alternate Conversion from (II) the quotient obtain by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable Alternate Conversion, by (y) the applicable Alternate Conversion Price without giving effect to clause (ii)(x) of such definition.
	(2)	“Excluded Securities” means (i) Ordinary Shares or standard options to purchase Ordinary Shares issued to directors, officers, employees or consultants of the Company for services rendered to the Company in their capacity as such pursuant to an Approved Stock Plan (as defined above) or as inducement awards granted outside of an Approved Stock Plan, provided that (A) all such issuances (taking into account the Ordinary Shares issuable upon exercise of such options) after the Subscription Date pursuant to this clause (i) do not, in the aggregate, exceed more than 20% of the Ordinary Shares issued and outstanding immediately prior to the Subscription Date and (B) the exercise price of any such options is not lowered, none of such options are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such options are otherwise materially changed in any manner that adversely affects any of the Buyers; (ii) Ordinary Shares issued upon the conversion or exercise of Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) issued prior to the Subscription Date, provided that the conversion price of any such Convertible Securities (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities or Options (other than standard options to purchase Ordinary Shares issued pursuant to an Approved Stock Plan that are covered by clause (i) above) are otherwise materially changed in any manner that adversely affects any of the Buyers; and (iii) the Ordinary Shares issuable upon conversion of the Notes or otherwise pursuant to the terms of the Notes; provided, that the terms of the Notes are not amended, modified or changed on or after the Subscription Date (other than antidilution adjustments pursuant to the terms thereof in effect as of the Subscription Date).
	(3)	“Floor Price” means $0.3248 (as adjusted for stock splits, stock dividends, stock combinations, recapitalizations and similar events), which price is no less than 20% of the closing price of the Ordinary Shares on the Trading Day immediately prior to the execution of the Transaction Documents.”
	(4)	“Interest Conversion Price” means, as of any date of determination, the lower of (x) the Conversion Price then in effect on the applicable Interest Date or (y) 90% of the lowest daily VWAP of the Ordinary Shares during the ten (10) Trading Days prior to the applicable Interest Date, but shall in no event be lower than the Floor Price then in effect.”

Other Events

On May 12, 2026, Black Titan released a press release with updates to certain companies in the digital assets industry. The full text of the press release is attached as Exhibit 99.1.

Exhibits

4.1	Certificate of Designations for Series B Preferred Shares of Black Titan Corporation
10.1	Settlement and Release Agreement dated April 2, 2026, with David Lazar
10.2	First Amendment to the Securities Purchase Agreement, dated May 11, 2026
10.3	First Amendment to the Registration Rights Agreement, dated May 11, 2026
10.4	First Amendment to the Senior Unsecured Convertible Note, dated May 11, 2026
99.1	Press Release dated May 12, 2026

3

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Black Titan Corporation
	By:	/s/ Chay Weei Jye
	Name:	Chay Weei Jye
	Title:	Co-Chief Executive Officer

Dated: May 15, 2026

4

Exhibit 99.1

Institutional Infrastructure Note: The Convergence of Pre-IPO Equity, Agentic Finance, and Neobank Charters

NEW YORK CITY, NY / ACCESS Newswire / May 12^th, 2026 / Black Titan Corporation (NASDAQ:BTTC)

Executive Summary

The first week of May 2026 marks a structural pivot in the digital asset sector, characterized by the “retailization” of primary equity markets and the transition toward autonomous, AI-driven credit settlement. The simultaneous rise of exchange-led Pre-IPO instruments and the wide-scale deployment of “Morpho Agents” on the Base network suggests a regime shift: decentralized protocols are no longer merely mirrors of traditional finance (TradFi), but are now the primary infrastructure for previously illiquid private assets and high-velocity machine-driven commerce.

1) Exchange-Led Equity Tokenization: The Pre-IPO “Shadow Market” Goes Mainstream

The traditional barriers between private equity and retail liquidity are being dismantled as exchanges launch “Pre-IPO” instruments.

	●	Bitget IPO Prime and SpaceX: Following its late April launch, Bitget’s “IPO Prime” platform has seen significant volume for preSPAX tokens, which mirror the economic performance of SpaceX ahead of its projected June 2026 listing. The implied valuation for these retail-accessible instruments stands at approximately $150 billion, reflecting a “shadow market” that previously only existed for accredited institutional LPs.
	●	OKX and Intercontinental Exchange (ICE) Synergy: Building on the $25 billion valuation anchored by ICE (parent of the NYSE), OKX is preparing for an H2 2026 launch of tokenized stocks. This partnership marks a definitive “watershed moment” where traditional exchange infrastructure is utilized to provide real-time cryptocurrency data in exchange for NYSE-listed tokenized derivatives.

2) Autonomous DaaS & Agentic Finance: Morpho Agents Beta on Base

The deployment of Morpho Agents this week has introduced a functional “Machine-to-Machine” (M2M) layer to the Lending-as-a-Service (LaaS) sector.

	●	Autonomous Credit Origination: The “User Agent” module allows AI systems to manage lending and borrowing positions without human intervention, utilizing natural language processing to parse machine-friendly documentation.
	●	Institutional Efficiency: Since January, over 130,000 AI agents have registered on-chain identities. On the Base network, these agents are being utilized by treasury desks to dynamically rebalance collateralized debt positions, minimizing liquidation risks and maximizing capital utilization in real-time.
	●	Modular Infrastructure: By separating the immutable infrastructure layer (Morpho Blue) from the strategy layer (MetaMorpho), the protocol is successfully attracting institutional “Risk Curators” who now manage independent credit markets with bespoke risk parameters.

3) Neobanking Structural Pivots: US Charter Trajectories and Hybrid Settlements

May 2026 market intelligence confirms a strategic shift as major global Neobanks, including Revolut and Nubank, move to formalize their presence within the U.S. regulatory perimeter.

	●	National Bank Charters: Both Revolut and Nubank have secured critical milestones in their applications for U.S. national bank charters. This move is designed to eliminate reliance on “intermediary” sponsor banks, allowing for direct control over digital asset settlement and stablecoin integration.
	●	Stablecoin Hubs: Neobanks are increasingly abandoning traditional SWIFT rails in favor of “Stablecoin Sandwiches” (fiat-in, stablecoin-settlement, fiat-out). This hybrid model is capturing significant market share in the B2B cross-border payment sector, offering near-instant settlement at 90% lower operational costs.

4) Institutional RWA Expansion: The OpenWorld-Figure Tokenization Agreement

On May 5, 2026, OpenWorld Ltd. and Figure Technology Solutions (NASDAQ: FIGR) announced a landmark agreement to tokenize equity on the Onchain Public Equity Network (OPEN).

	●	Capital Market Modernization: The agreement involves tokenizing OpenWorld’s equity securities in connection with its proposed NASDAQ listing. This marks the first instance of a public-ready entity utilizing a blockchain-native “Open Network” for primary equity issuance and management.
	●	Settlement Parity: The integration proves that public blockchains like Base and specialized subnets can handle the compliance, KYC, and reporting requirements of the SEC and NASDAQ, effectively merging the “back-office” of Wall Street with the transparency of the ledger.

Market Interpretation

First, the democratization of private equity. The rise of Pre-IPO tokens on exchanges is not merely a new trading product; it is a structural challenge to the traditional venture capital and private equity “gatekeeper” model. By tokenizing the economic rights of firms like SpaceX, exchanges are capturing the “liquidity premium” that was previously reserved for institutional SPVs.

Second, the transition to “Invisible” DeFi. The success of Morpho Agents suggests that the next phase of DaaS growth is predicated on abstraction. Institutions are no longer “managing wallets”; they are “deploying agents.” This reduces the technical debt associated with Web3 integration, allowing Neobanks to treat DeFi protocols as simple, high-yield API endpoints.

Third, the “US Charter” moat. Neobanks that successfully secure U.S. national bank charters in 2026 will possess a significant competitive moat, as they will be the only entities capable of offering compliant, 24/7 yield-bearing stablecoin products to the American retail and SME markets under the finalized stablecoin guidance.

Outlook

For the remainder of Q2 2026, we anticipate:

	1.	Pre-IPO Expansionary Phase: Competitors (e.g., OKX, Binance) are expected to fast-track their own equity-token platforms to capture the liquidity premium generated by the impending SpaceX listing.
	2.	Yield-Curve Standardization: As “Agentic Finance” scales, we expect the emergence of a standardized “On-Chain Risk-Free Rate” based on the aggregate yield of permissioned RWA vaults on Base.
	3.	Institutional M&A: Expect traditional fintech conglomerates to pursue acquisitions of DaaS infrastructure providers to integrate autonomous settlement capabilities before the H2 fiscal cycle.

About Black Titan Corp (NASDAQ: BTTC) Black Titan Corp is a recent digital asset technology company focusing on the DAT+ strategy, utilizing its corporate balance sheet to support, govern, and provide liquidity to decentralized protocols. For more information, please visit https://www.blacktitancorp.com/ttdat.html.

This research note is provided for informational purposes only and does not constitute investment advice, legal counsel, or a solicitation to buy or sell any financial instruments. Digital assets involve significant risk, including smart contract vulnerability and regulatory shifts.

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. The Company undertakes no obligation to update or revise any forward-looking statements except as required by law.

Media & Investor Contact

Czhang Lin
Co-Chief Executive Officer
contact-us@blacktitancorp.com

FAQ

What claim did Black Titan Corp (BTTC) settle with former TTNP CEO David Lazar?

Black Titan resolved a disputed special bonus claim related to the October 1, 2025 merger by paying US$800,000 to former Titan Pharmaceuticals CEO David Lazar. The payment was made in full on April 15, 2026, and Lazar acknowledged no further amounts are owed.

How did ARC Group fund Black Titan Corp’s US$800,000 settlement payment?

Significant shareholder ARC Group International Limited funded the US$800,000 settlement directly to David Lazar. In satisfaction of this payment, Black Titan issued ARC 800 Series B preferred shares of $0.001 par value each, under a Securities Purchase Agreement dated May 8, 2026.

What are the key terms of Black Titan’s new Series B preferred shares?

Black Titan’s 800 Series B preferred shares are non-voting and convertible into ordinary shares at 80% of the 5-day VWAP before each conversion date. Holders must consent before adverse changes to their rights, increasing Series B share count, or completing fundamental transactions.

What changes did Black Titan make to its $200,000,000 convertible note documents?

Black Titan amended its senior unsecured convertible note documents for up to $200,000,000 in notes to remove all references to an “Adjusted Floor Price.” It also restated definitions, confirming a $0.3248 Floor Price and an interest conversion price tied to 90% of the lowest 10-day VWAP, subject to that floor.

What is the initial note issued under Black Titan’s convertible note financing?

On January 16, 2026, Black Titan issued an initial senior unsecured convertible note with a principal amount of $1,515,000 to an institutional buyer. This issuance was part of a larger original issue discount structure allowing up to $200,000,000 in aggregate principal, all convertible into ordinary shares.

When will Black Titan register the shares underlying the Series B preferred stock?

Black Titan committed to register the ordinary shares underlying the Series B preferred shares within 60 days after the closing date of the Series B sale. The company will use commercially reasonable efforts to have the related registration statement declared effective as soon as practicable afterward.

What strategic focus does Black Titan Corp (BTTC) highlight in its May 12, 2026 press release?

The May 12, 2026 press release highlights Black Titan’s role as a digital asset technology company pursuing a DAT+ strategy. It discusses institutional equity tokenization, autonomous DeFi agents, neobank stablecoin settlement models, and real-world-asset tokenization, emphasizing use of the corporate balance sheet to support decentralized protocols.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 26.5 KB

Agreements & Contracts

• EX-10.1 EX-10.1 26.3 KB
• EX-10.2 EX-10.2 38.6 KB
• EX-10.3 EX-10.3 26.8 KB
• EX-10.4 EX-10.4 42.1 KB

Other Documents

• EX-4.1 EX-4.1 117.9 KB
• EX-10 GRAPHIC 3.9 KB
• EX-10 GRAPHIC 3.8 KB