Business Context and Reporting Period
This Form 6-K filing by Black Titan Corporation covers the month of November 2025. The report discloses a significant executive appointment and the resolution of a warrant obligation stemming from a prior business combination with Titan Pharmaceuticals, Inc.
Key Financial Metrics and Transactions
The filing does not provide standard financial statements (revenue, profit, cash flow, or margins). However, it details specific financial commitments and settlements:
- Executive Compensation: A base salary of $60,000 per annum ($5,000 per month) for the new Co-CEO, plus potential bonuses.
- Warrant Settlement: A total consideration of $3,000,000 to extinguish a warrant held by Armistice Capital Master Fund Ltd., comprising:
- $1,000,000 in cash.
- $2,000,000 in restricted ordinary shares (issued at $3.90 per share).
Material Changes
Leadership Structure: The Board appointed Shang Ju (Czhang) Lin as Co-Chief Executive Officer effective November 10, 2025. He will serve alongside existing Co-CEO Chay Weei Jye. Mr. Lin brings experience from Miluna Acquisition Corp and LBank Labs, including management of $100 million in strategic funds.
Liability Resolution: The Company settled a warrant repurchase obligation triggered by a "Fundamental Change" from its business combination with Titan Pharmaceuticals. The settlement replaced the Black-Scholes value calculation with a fixed cash and equity package.
Outlook, Risks, and Contingencies
Management Commentary: Management cites Mr. Lin's expertise in the cryptocurrency and blockchain ecosystem as a strategic asset for the Company.
Risks and Contingencies: The filing notes no related party transactions requiring disclosure under Item 404(a) of Regulation S-K regarding the new officer. The settlement agreement eliminates the contingent liability associated with the Armistice warrant.
Investor Verification Checklist
- Verify the impact of the $1,000,000 cash settlement on the Company's current liquidity position.
- Confirm the dilution effect of the issuance of approximately 512,821 restricted shares ($2,000,000 / $3.90) to Armistice.
- Review the attached Employment Agreement (Exhibit 10.1) for details on potential executive bonuses and vesting schedules.
- Assess the strategic fit of Mr. Lin's blockchain investment background with Black Titan's current business model.