Marti updates terms on 12.50% convertible notes

Marti Technologies, Inc. updated the terms of its existing convertible debt financing.

Rhea-AI Filing Summary

Marti Technologies, Inc. updated the terms of its existing convertible debt financing. The company entered into Amendment No. 2 to its Note Subscription Agreement covering its 12.50% Convertible Senior Secured Notes due 2029. The amendment changes the definition of the “Reset Conversion Rate” by reducing the multiplier used in the calculation from 1.65 to 1.05, which lowers the effective conversion price if a reset event occurs. As of the amendment date, $13.0 million principal amount of notes had been drawn, with $10.0 million still available for future drawdowns, and the revised Reset Conversion Rate applies to all outstanding and future notes under the agreement. The amendment and related information are also incorporated by reference into the company’s existing Form F-3 and Form S-8 registration statements.

Insights

Capital structure and convertible debt analyst

Marti adjusts convertible note reset terms, potentially increasing equity dilution on resets.

Marti Technologies revised the Reset Conversion Rate on its 12.50% Convertible Senior Secured Notes due 2029 by cutting the multiplier from 1.65 to 1.05. This lowers the effective conversion price upon a reset event, meaning more shares could be issued per unit of debt if a reset is triggered.

The change applies to all notes outstanding and any future drawdowns under the Note Subscription Agreement, covering the existing $13.0 million principal drawn and up to an additional $10.0 million. The amendment is also incorporated into the company’s Form F-3 and Form S-8 registration statements, aligning securities law disclosures with the updated note terms.

Actual impact depends on whether reset events occur and how much of the remaining availability is drawn. Subsequent company filings may provide more detail on conversion activity and its effect on equity.

Key Figures

Coupon rate: 12.50% Reset multiplier (old): 1.65 Reset multiplier (new): 1.05 +3 more

6 metrics

Coupon rate 12.50% Convertible Senior Secured Notes due 2029

Reset multiplier (old) 1.65 Prior multiplier in Reset Conversion Rate calculation

Reset multiplier (new) 1.05 Amended multiplier in Reset Conversion Rate calculation

Principal drawn $13.0 million Notes drawn as of Amendment No. 2 date

Remaining availability $10.0 million Undrawn capacity under Note Subscription Agreement

Maturity year 2029 Maturity of Convertible Senior Secured Notes

Key Terms

Reset Conversion Rate, Convertible Senior Secured Notes, Note Subscription Agreement, incorporated by reference, +2 more

6 terms

Reset Conversion Rate financial

"the definition of “Reset Conversion Rate” applicable to the Company’s 12.50% Convertible Senior Secured Notes due 2029"

A reset conversion rate is an adjusted ratio that determines how many shares a convertible security (like a bond or preferred) can be exchanged for after the original terms are changed. Resets are triggered by predetermined events—such as big price moves, financing rounds, or anti-dilution clauses—and change how much ownership or cash value each convertible represents. For investors, the reset alters potential equity stake and dilution, affecting the convertible’s economic payoff and the issuer’s share count.

Convertible Senior Secured Notes financial

"the Company’s 12.50% Convertible Senior Secured Notes due 2029"

A convertible senior secured note is a loan that a company issues which is backed by specific assets and gets paid before other debts if the company fails, while also giving lenders the option to convert the loan into the company’s shares. For investors this matters because the security and senior status reduce credit risk like a mortgage on a house, but the conversion feature can dilute existing shareholders and tie returns to the stock’s future performance.

Note Subscription Agreement financial

"the Note Subscription Agreement, dated April 16, 2025, as amended by Amendment No. 1"

incorporated by reference regulatory

"which is attached hereto as Exhibit 10.1 and incorporated herein by reference"

Registration Statements on Form F-3 regulatory

"incorporated by reference into the Company’s Registration Statements on Form F-3"

Registration Statements on Form S-8 regulatory

"and Registration Statements on Form S-8 (File Nos. 333-284162 and 333-274779)"

FAQ

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

What did Marti Technologies (MRT) change in its convertible notes on this 6-K?

Marti Technologies amended its Note Subscription Agreement to revise the Reset Conversion Rate on its 12.50% Convertible Senior Secured Notes due 2029. The multiplier used in the reset formula was reduced from 1.65 to 1.05, lowering the effective conversion price if a reset event occurs.

What is the Reset Conversion Rate mentioned in Marti Technologies’ 6-K?

The Reset Conversion Rate is a defined term in Marti Technologies’ Note Subscription Agreement governing how the conversion price of its 12.50% Convertible Senior Secured Notes due 2029 is adjusted. Amendment No. 2 reduces the multiplier in this calculation from 1.65 to 1.05, lowering the reset conversion price.

How much debt is currently drawn under Marti Technologies’ Note Subscription Agreement?

As of the date of Amendment No. 2, Marti Technologies had drawn $13.0 million principal amount of its 12.50% Convertible Senior Secured Notes due 2029. An additional $10.0 million remains available for future drawdowns under the same Note Subscription Agreement, subject to its terms.

Does the amended Reset Conversion Rate apply to future Marti Technologies note drawdowns?

Yes, the amended Reset Conversion Rate applies to all notes outstanding and issuable under the Note Subscription Agreement. This includes the $13.0 million principal amount already drawn and any notes that may be issued from future drawdowns of the remaining $10.0 million availability.

How does this Marti Technologies 6-K affect its F-3 and S-8 registration statements?

The information in this Form 6-K, including Amendment No. 2 as Exhibit 10.1, is incorporated by reference into Marti Technologies’ Form F-3 and Form S-8 registration statements. This means those registration statements now reflect the updated convertible note terms from the amendment.

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

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 06/10/2026 - 05:07 PM EDT Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 June 2026

Commission File Number: 001-40588

Marti Technologies, Inc.

Buyukdere Cd. No:237

Maslak, 34485

Sariyer/Istanbul, Türkiye

(Address of principal executive office)

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

Form 20-F ☒        Form 40-F ☐

EXPLANATORY NOTE

On June 5, 2026, Marti Technologies, Inc. (the “Company”) entered into Amendment No. 2 (“Amendment No. 2”) to the Note Subscription Agreement, dated April 16, 2025, as amended by Amendment No. 1 on October 31, 2025 (the “Note Subscription Agreement”), by and among the Company, Callaway Capital Management, LLC, and the subscribers party thereto.

Pursuant to Amendment No. 2, the parties amended, among other things, the definition of “Reset Conversion Rate” applicable to the Company’s 12.50% Convertible Senior Secured Notes due 2029. Specifically, the multiplier used in the calculation of the Reset Conversion Rate was reduced from 1.65 to 1.05. The reduction of the multiplier has the effect of lowering the effective conversion price applicable upon a reset event.

As of the date of the amendment, $13.0 million principal amount of notes had been drawn, with $10.0 million remaining available for future drawdowns. The amended Reset Conversion Rate applies to all notes outstanding and issuable under the Note Subscription Agreement, including the $13.0 million principal amount drawn to date and any notes that may be issued pursuant to future drawdowns of the remaining $10.0 million amount.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

INCORPORATION BY REFERENCE

The information included in this Report on Form 6-K, including Exhibit 10.1 hereto, is hereby incorporated by reference into the Company’s Registration Statements on Form F-3 (File Nos. 333-289486 and 333-273543), and Registration Statements on Form S-8 (File Nos. 333-284162 and 333-274779), and shall be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
10.1		Amendment No. 2 to Note Subscription Agreement, dated June 5, 2026, by and among Marti Technologies, Inc., Callaway Capital Management, LLC and the subscribers party thereto.

2

SIGNATURE

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

	MARTI TECHNOLOGIES, INC.
Date: June 10, 2026	By:	/s/ Oguz Alper Öktem
		Name:	Oguz Alper Öktem
		Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 AMENDMENT NO. 2 TO NOTE SUBSCRIPTION AGREEMENT, DATED JUNE 5, 2026, BY AND AMONG 13.7 KB