STOCK TITAN

Black Titan Corp reported a $163K net loss for fiscal 2025. See the full BTTC financial statements: income statement, balance sheet, cash flow and ratios, each column linked to its SEC filing.

Black Titan converts $1.5M note into 2.9M shares

Black Titan Corp (BTTC) reports that its senior unsecured convertible note issued to an institutional investor has been fully converted into 2,924,082 ordinary shares, eliminating the note.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Black Titan Corp (BTTC) reports that its senior unsecured convertible note issued to an institutional investor has been fully converted into 2,924,082 ordinary shares, eliminating the note. The note was originally issued on January 16, 2026 with $1,515,000 principal (including $15,000 in fees) at a purchase price of $1,350,000, reflecting a 10% original issue discount. It was issued under a Securities Purchase Agreement permitting senior unsecured convertible notes of up to $200,000,000 in aggregate principal, with the option to issue additional notes through January 16, 2029. Black Titan states that no additional notes have been issued under this agreement and that, after conversions carried out between May 2026 and August 20, 2026, the note is fully satisfied with no remaining principal, interest or other amounts outstanding.

Positive

  • None.

Negative

  • None.
Shares issued on conversion 2,924,082 ordinary shares Aggregate shares issued upon full conversion of the senior unsecured convertible note
Original principal amount of note $1,515,000 Principal of the senior unsecured convertible note issued January 16, 2026, including $15,000 in fees
Purchase price of note $1,350,000 Amount paid by the institutional investor for the note
Original issue discount 10% Discount of the purchase price to the $1,515,000 principal amount
Note program capacity $200,000,000 Maximum aggregate principal for senior unsecured convertible notes under the Securities Purchase Agreement
Conversion period end date August 20, 2026 Date of final conversion tranche that satisfied the note in full
Program availability end date January 16, 2029 Date through which Black Titan may issue additional notes under the Securities Purchase Agreement
senior unsecured convertible note financial
"the senior unsecured convertible 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
"issued pursuant to a Securities Purchase Agreement between the Company and the institutional investor"
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.
forward-looking statements regulatory
"This press release contains “forward-looking statements” within the meaning of the"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
human capital management technical
"a provider of human capital management (“HCM”) and enterprise resource planning"
Human capital management is a company’s system for recruiting, training, organizing, paying and retaining its workforce—like running a sports team or orchestra to ensure the right people with the right skills are in the right roles. Investors care because how well a firm manages its people affects productivity, costs, staff turnover and the company’s ability to execute strategy, which in turn influences future profits, cash flow and valuation.

FAQ

What did Black Titan Corp (BTTC) announce regarding its convertible note?

Black Titan Corp announced that its senior unsecured convertible note issued to an institutional investor has been fully converted into 2,924,082 ordinary shares, and the company states there is now no remaining principal, accrued interest, or other amounts outstanding under the note.

How large was the original Black Titan (BTTC) convertible note?

The note issued on January 16, 2026 had an original principal amount of $1,515,000 (including $15,000 in fees), sold at a purchase price of $1,350,000, which reflected a 10% original issue discount to the principal amount.

Over what period did Black Titan (BTTC) convert the note into shares?

The holder converted the note in a series of tranches between May 2026 and August 20, 2026, in accordance with the Securities Purchase Agreement, with the final conversion satisfying the note in full.

How many shares were issued on conversion of Black Titan’s (BTTC) note?

The full conversion of the senior unsecured convertible note resulted in the issuance of an aggregate of 2,924,082 ordinary shares of Black Titan Corporation.

What is the maximum size of Black Titan’s (BTTC) note program under its Securities Purchase Agreement?

The Securities Purchase Agreement provides for senior unsecured convertible notes of up to $200,000,000 in aggregate principal amount, with the company retaining the option to issue additional notes at future closings through January 16, 2029.

Has Black Titan (BTTC) issued any other notes under the Securities Purchase Agreement?

Black Titan states that no additional notes have been issued under the Securities Purchase Agreement, which nonetheless remains in effect through January 16, 2029.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

 

 

 

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 month of September 2026

 

Commission File No. 001-42880

 

BLACK TITAN CORPORATION

(Registrants 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 ☐

 

 

 

 

 

 

Other Events

 

On September 2, 2026, Black Titan Corporation (the “Company”) issued a press release announcing that the senior unsecured convertible note issued to an institutional investor has been converted in full into an aggregate of 2,924,082 ordinary shares of the Company.. The full text of the press release is attached as Exhibit 99.1.

 

Exhibits

 

99.1 Press Release dated September 2, 2026

 

2

 

 

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/ Shang Ju Lin
  Name:  Shang Ju Lin
  Title: Chief Executive Officer

 

Dated: September 2, 2026

 

3

 

Exhibit 99.1

 

Black Titan Corporation Announces Full Conversion of Its Outstanding Convertible Note

 

NEW YORK CITY, NY – 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

 

 

 

Filing Exhibits & Attachments

1 document