Exhibit 10.1

Exhibit 10.2

SETTLEMENT AGREEMENT

This SETTLEMENT AGREEMENT (this “Settlement Agreement”), dated as of October30, 2025, is made by and Black Titan Corp. (“Black Titan,” or the “Company”) and Armistice Capital Master Fund Ltd. (“Armistice”). Each of Black Titan and Armistice are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Debenture (as defined below).

W I T N E S S E T H:

WHEREAS, in connection with the business combination between Titan Pharmaceuticals, Inc. (“TTNP”) and Black Titan, which was consummated on October 1, 2025 (the “Business Combination”), Black Titan assumed from TTNP that certain common stock warrant, issued on February 4, 2022 to Armistice to purchase 233,202 shares of common stock at an exercise price of $22.80 per share, post reverse stock split (the “Warrant”);

WHEREAS, pursuant to Section 3(d) of the Warrant, the Business Combination constituted a Fundamental Change (as defined in the Warrant), and, as a result, Black Titan, at Armistice’s option, would repurchase the Warrant from Armistice on the terms set forth in Section 3(d) of the Warrant (the “Warrant Repurchase”);

WHEREAS, Black Titan desires and Armistice has agreed, to waive its right to the Warrant Repurchase, and the Parties are entering into this Settlement Agreement to settle the amounts that will be paid by Black Titan to Armistice in lieu of the Warrant Repurchase;

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the Parties agree as follows:

1. Warrant Repurchase. Pursuant to Section 5(l) of the Warrant, Armistice hereby agrees that it shall waive its right to elect that, in connection with and at the closing of the Business Combination, the Warrant shall be repurchased by Black Titan as set forth in Section 3(d) of the Warrant. The Parties hereby agree that in lieu of the payment of the Black Scholes Value (as defined in the Warrant) for the Warrant, Black Titan shall pay consideration as follows (i) $1,000,000 in cash, paid by wire transfer of immediately available funds, and (ii) the issuance of $2,000,000 of restricted shares (the “Shares”), at a price equal to $3.90, the closing price of the Black Titan ordinary shares as of October 29, 2025 (the “Warrant Repurchase Consideration”) Upon payment in full of the Warrant Repurchase Consideration, the Warrant will be cancelled and deemed surrendered.

2. Issuance the Shares. The Shares, when issued, shall be issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and will bear the following restrictive legend:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.”

Certificates evidencing the Shares shall not contain any legend (including the legend set forth above), (i) following any sale of such Shares while a registration statement covering the resale of such Shares is effective under the Securities Act, (ii) following any sale of such Shares pursuant to Rule 144 under the Securities Act, (iii) if such Shares are eligible for sale under Rule 144, without the requirement for the Company to be in compliance with the current public information required under Rule 144 as to such Shares and without volume or manner-of-sale restrictions, (iv) if such Shares may be sold under Rule 144 and the Company is then in compliance with the current public information required under Rule 144 as to such Shares, or (v) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the Securities and Exchange Commission (the “Commission”) and the earliest of clauses (i) through (v), the “Delegend Date”)). The Company shall cause its counsel to issue a legal opinion to the Transfer Agent promptly after the Delegend Date if required by the Company and/or the Transfer Agent to effect the removal of the legend hereunder, or at the request of the Armistice, which opinion shall be in form and substance reasonably acceptable to the Armistice. From and after the Delegend Date, such Shares shall be issued free of all legends. The Company agrees that following the Delegend Date or at such time as such legend is no longer required under this Section, it will, no later than one (1) Trading Day following the delivery by Armistice to the Transfer Agent of a certificate representing the Shares issued with a restrictive legend (such first (1st) Trading Day, the “Legend Removal Date”), deliver or cause to be delivered to Armistice a certificate representing such shares that is free from all restrictive and other legends or, at the request of the Armistice shall credit the account of the Armistice’s prime broker with the Depository Trust Company System as directed by the Armistice. Armistice acknowledges, that the delivery date is determined by the Transfer Agent, but that the Company shall provide any required documentation to the Transfer Agent within one (1) Trading Day of such delivery of the certificate by Armistice.

In addition to Armistice’s other available remedies, the Company shall pay to Armistice, in cash, (i) as partial liquidated damages and not as a penalty, for each $1,000 of Shares (based on the VWAP of the Common Stock on the date such Shares are submitted to the Transfer Agent) delivered for removal of the restrictive legend, $10 per Trading Day (increasing to $20 per Trading Day five (5) Trading Days after such damages have begun to accrue) for each Trading Day after the Legend Removal Date until such certificate is delivered without a legend and (ii) if the Company fails to (a) issue and deliver (or cause to be delivered) to Armistice by the Legend Removal Date a certificate representing the Shares so delivered to the Transfer Agent by Armistice that is free from all restrictive and other legends and (b) if after the Legend Removal Date Armistice purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by Armistice of all or any portion of the number of shares of Ordinary Shares, or a sale of a number of Ordinary Shares equal to all or any portion of the number of Ordinary Shares that Armistice anticipated receiving from the Company without any restrictive legend, then, an amount equal to the excess of Armistice’s total purchase price (including brokerage commissions and other out-of-pocket expenses, if any) for the Ordinary Shares so purchased (including brokerage commissions and other out-of-pocket expenses, if any) (the “Buy-In Price”) over the product of (A) such number of Ordinary Shares that the Company was required to deliver to Armistice by the Legend Removal Date and for which Armistice was required to purchase shares to timely satisfy delivery requirements, multiplied by (B) the weighted average price at which the Armistice sold that number of Ordinary Shares.

3. Representations and Warranties of Armistice. To induce Black Titan to issue the Shares to the Armistice, Armistice hereby represents and warrants to Black Titan and agrees with Black Titan as follows:

4. Black Titan’s Representations and Warranties. To induce Armistice to accept the Shares, Black Titan hereby represents and warrants to Armistice as follows:

5. Registration Rights. The Company shall prepare and file with the Commission a registration statement on Form F-1-providing for the resale of the Shares by the holders of the Shares (the “Resale Registration Statement”) under the Securities Act on or before November 14, 2025 (the “Filing Date”). The Company shall use best efforts to cause the Resale Registration Statement to become effective within 60 calendar days following the Filing Date (or, in the event of a “full review” by the Commission, the 90th calendar day following the Filing Date) (the “Effectiveness Date”) and to keep the Resale Registration Statement effective at all times until no holder owns any Shares; provided, however, that if the Commission is closed for operations due to a government shutdown, the applicable Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations, and to keep such Registration Statement effective at all times until no Purchaser owns any Shares. In the event that the Resale Registration Statement is not (i) filed by the Filing Date-or (ii) declared effective by the Commission by the Effectiveness Date, then, in addition to any other rights the holders of Shares may have hereunder or under applicable law, on the Filing Date or the Effectiveness Date (each such date being referred to herein as an “Event Date”) and on each monthly anniversary of such Event Date (if the Resale Registration Statement shall not have been filed or declared effective by the applicable Event Date) until the Resale Registration Statement is filed or declared effective, the Company shall pay to each holder of Shares an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 1.0% multiplied by the aggregate amount of the Shares held by each holder of the Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the holders of the Shares, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the Resale Registration Statement being filed or declared effective, as the case may be. If: (i) the Resale Registration Statement is not filed on or prior to its Filing Date, or (ii) the Company fails to file with the Commission a request for acceleration of a Registration Statement in accordance with Rule 461 promulgated by the Commission pursuant to the Securities Act, within five Trading Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the Commission that such Registration Statement will not be “reviewed” or will not be subject to further review, or (iii) prior to the effective date of a Registration Statement, the Company fails to file a pre-effective amendment and otherwise respond in writing to comments made by the Commission in respect of such Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the Commission that such amendment is required in order for such Registration Statement to be declared effective) or (iv) after the effective date of a Registration Statement, such Registration Statement ceases for any reason to remain continuously effective as to all Registrable Securities included in such Registration Statement, or the Holders are otherwise not permitted to utilize the Prospectus therein to resell such Registrable Securities, for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) Trading Day period is exceeded, and for purpose of clause (iii) the date which such ten (10) calendar day period is exceeded, and for purpose of clause (iv) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Holders may have hereunder or under applicable law, on each such Event Date and on each monthly anniversary of each such Event Date (if the applicable Event shall not have been cured by such date) until the applicable Event is cured, the Company shall pay to each Holder an amount in cash, as partial liquidated damages and not as a penalty, equal to the product of 2.0% multiplied by the aggregate amount of the Shares held by each holder of the Shares. If the Company fails to pay any partial liquidated damages pursuant to this Section in full within seven days after the date payable, the Company will pay interest thereon at a rate of 18% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Holder, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full. The partial liquidated damages pursuant to the terms hereof shall apply on a daily pro rata basis for any portion of a month prior to the cure of an Event.

6. Further Assurances. Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Parties may reasonably request in order to carry out the intent and accomplish the purposes of this Settlement Agreement.

7. Governing Law. This Settlement Agreement shall be governed by and construed exclusively in accordance with the laws of the State of New York without regard to conflicts of law principles.

8. Counterparts. This Settlement Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Parties.

[signature page follows]

IN WITNESS WHEREOF, each Party hereto has caused this Settlement Agreement to be signed and delivered by its respective duly authorized officer as of the date first written above.

Exhibit 99.1

BLACK TITAN CORPORATION APPOINTS CZHANG LIN AS CO-CHIEF EXECUTIVE OFFICER 

NEW YORK, November 12, 2025 (GLOBE NEWSWIRE) – Black Titan Corporation (NASDAQ: BTTC) (the “Company” or “Black Titan”) today announced the appointment of Czhang Lin as Co-Chief Executive Officer, further strengthening the Company’s leadership team as it accelerates its strategic expansion into the digital asset and blockchain sectors.

Mr. Lin brings deep expertise in the cryptocurrency and blockchain ecosystem, with a track record of investing in and advising high-growth Web3 projects around the world since 2017. He has collected a vast network over the last 8 years by investing in projects or taking key roles in various funds, that include Binance labs and now currently serves as investment committee for Lbank Labs. Mr. Lin has been instrumental in identifying early-stage opportunities and driving institutional adoption of blockchain technologies.

In his new role as Co-CEO, Mr. Lin will lead Black Titan’s crypto strategy, focusing on strategic investments in digital currencies, direct token acquisitions, blockchain infrastructure, mining operations, and fintech-related mergers and acquisitions. He will work closely with the executive team to position Black Titan at the forefront of the evolving digital asset landscape and unlock long-term value for shareholders.

“Czhang’s leadership and deep experience in digital assets will be instrumental as we execute on our vision to make Black Titan a meaningful player in the global cryptocurrency ecosystem,” said Chay W. J., CEO of Black Titan. “His appointment marks the next step in our broader strategy to build a diversified digital asset portfolio and capture opportunities in a rapidly maturing market.”

Mr. Lin added:

“I am honored to join Black Titan at such a pivotal moment for the industry. With regulatory sentiment shifting and institutional adoption accelerating, we believe the time is right to build a comprehensive digital asset platform that combines strategic investments, operational infrastructure, and innovative technology.”

The appointment follows Black Titan’s previously announced plans to seek long-term strategic crypto initiatives and pursue growth opportunities through direct coin acquisitions, and fintech-related transactions.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements reflect Black Titan’s current expectations regarding future events, including but not limited to the Company’s strategic initiatives in digital assets, blockchain investments, and potential mergers and acquisitions. Forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control, that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are not limited to, changes in market conditions, regulatory developments, volatility in cryptocurrency markets, the Company’s ability to execute its business strategy, and other factors described in Black Titan’s filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Media & Investor Contacts:

Chay W. J.

Chief Executive Officer

(786) 769-7512