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BT Brands, Inc. filings document a public restaurant operator with revenue from food and beverage sales at Burger Time, Keegan's Seafood Grille, Pie In The Sky Coffee and Bakery, and Schnitzel Haus. The company's SEC record includes material-event reports, annual and quarterly reporting references, registration statements, proxy materials, and notices tied to financial statement reporting.
BTBD disclosures also address common stock and warrant securities, at-the-market common stock offering activity under a shelf registration statement, shareholder voting matters, material agreements, governance actions, listing-rule compliance notices, and delayed periodic-report notifications.
BT Brands, Inc. (BTBD) reported operating results for the quarter and 26 weeks ended June 28, 2026. The company owned and operated nine restaurants across several states and held a 40.7% equity interest in Bagger Dave’s Burger Tavern, Inc., which operates five additional restaurants and is accounted for under the equity method.
For the 13 weeks ended June 28, 2026, sales were $3.55 million and net income was $576,433, compared with net income of $55,031 a year earlier. The improvement primarily reflected a large $829,976 unrealized gain on marketable securities; restaurant sales declined and results included a bottled-water inventory write-down of about $174,000. Restaurant-level EBITDA margin was 16.7%, slightly above the prior year.
For the 26 weeks ended June 28, 2026, sales were $6.39 million and the company recorded a net loss of $174,578, narrower than the $274,818 loss in the prior-year period. Cost controls reduced general and administrative expenses and food and paper costs as a percentage of sales, while overall restaurant operating costs remained high relative to revenue. Cash and cash equivalents plus marketable securities totaled about $4.43 million, with working capital of approximately $4.5 million and total assets of $10.48 million against total liabilities of $4.14 million.
The company terminated a previously announced merger agreement with Aero Velocity Inc. and an equity distribution agreement with Maxim Group LLC, and it continues to pursue restaurant-focused operations and evaluate other potential opportunities. Management disclosed that disclosure controls and procedures remained not effective due to a previously reported material weakness in internal control over financial reporting, while also noting ongoing consideration of using outside consultants.
BT Brands, Inc. notified regulators that it will file its Quarterly Report on Form 10-Q for the period ended June 28, 2026 after the prescribed due date of August 12, 2026. The company cites an inability to obtain financial information from third-party providers on a timely basis without unreasonable expense or effort. It expects to submit the Form 10-Q on or before the fifth calendar day following the due date.
BT Brands, Inc. held its 2026 Annual Meeting of Shareholders on June 19, 2026. As of the May 29, 2026 record date, 6,184,724 shares of common stock were outstanding and entitled to vote, and 3,355,159 shares were present in person or by proxy, establishing a quorum.
Shareholders elected all four director nominees to one-year terms. For example, Gary Copperud received 2,430,561 votes for and 46,058 withheld, while Fred Croci received 2,450,226 votes for and 26,393 withheld. Each director will serve until a successor is duly elected and qualified.
BT Brands, Inc. is holding its 2026 annual stockholder meeting on June 19, 2026 in Manchester, Vermont to elect four directors for one-year terms. Stockholders of record at the May 29, 2026 record date, when 6,184,724 shares were outstanding, are entitled to one vote per share.
The board has four members, three of whom are independent under Nasdaq rules, and operates audit and compensation committees led by independent directors. In 2025, CEO Gary Copperud earned a $250,000 salary and the COO/CFO earned $150,000, with no bonuses or equity awards.
BT Brands reported a 2025 net loss of $687,839 alongside restaurant-level EBITDA of $1,720,909. The proxy details a related-party investment in NGI Corporation that was fully written down by a $304,000 impairment, and foreclosure on NGI collateral yielding about $574,000 of bottle inventory. The independent auditor, Boulay PLLP, billed $207,000 in 2025 audit fees and $89,530 for other services.
BT Brands, Inc. reported that Kenneth Brimmer resigned as a member of the Board of Directors and as Chief Financial Officer, effective May 26, 2026. He also stepped down as the company’s principal financial officer and principal accounting officer. The company states his resignation was not due to any disagreement regarding operations, policies, practices, financial reporting, or accounting matters. A successor CFO, principal financial officer, and principal accounting officer has not yet been appointed, and BT Brands plans to announce any successor or interim officer in a later disclosure.
BT Brands, Inc. reported first-quarter 2026 sales of $2.84M, down from $3.23M a year earlier, as Burger Time volumes softened and one unit closed in 2025. Net loss widened to $751,011 from $329,849, driven mainly by an unrealized loss of $435,615 and a realized loss of $79,395 on marketable securities.
Core restaurant operations improved modestly, with loss from operations narrowing to $232,811 and restaurant-level EBITDA at $267,665, or 9.4% of sales. Food and paper costs fell to 33.9% of sales, while labor and occupancy pressures lifted total restaurant operating costs to just over 90% of sales.
As of March 29, 2026, the company owned nine restaurants and held a 40.7% stake in Bagger Dave’s, which generated $218,248 of net income, contributing $9,558 of equity income. Cash and cash equivalents were $1.01M and marketable securities $2.63M, with total assets of $9.98M and shareholders’ equity of $5.68M. Management highlights ongoing Village Bier Garten lease litigation and a post-quarter dispute over the terminated Aero Velocity merger, and confirms disclosure controls remain ineffective due to a material weakness.
BT Brands, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 and expects to use the extension period provided by Rule 12b-25 to file the Form 10-Q.
The company cites management and counsel work related to a previously disclosed proposed business combination with Aero Velocity Inc., the effectiveness of a related registration statement, the subsequent termination of the merger agreement, and resulting revisions to transaction-related disclosure and financial review. The registrant also states preliminary results showing a prospective net loss of approximately $750,000 for the quarter versus a prior-period net loss of $330,000, driven primarily by an unrealized loss on marketable securities of approximately $425,000. The amounts are preliminary and subject to completion of quarterly close and review procedures.
BT Brands, Inc. terminated its previously announced Agreement and Plan of Merger with Aero Velocity Inc. after the merger agreement’s contractual term expired. The registration statement for the transaction was required to be declared effective by the SEC by April 30, 2026, which did not occur, so the merger ended in accordance with its terms.
The company states it has no remaining agreements or arrangements with Aero Velocity and is no longer pursuing the proposed transaction. Management emphasizes a continued focus on maximizing long-term shareholder value by improving restaurant profitability, strengthening cash flow, and maintaining balance sheet flexibility.
BT Brands, Inc. reports that its proposed merger partner, Aero Velocity, has formed a strategic partnership with AC Future to develop a Mobile Drone Launch Vehicle platform for U.S. military and public-sector use. The platform aims to provide a fully mobile, self-contained drone launch, recovery, and command system for contested and infrastructure-limited environments.
The collaboration combines Aero Velocity’s defense-focused unmanned aerial systems with AC Future’s advanced mobility and smart platform engineering. It supports missions such as intelligence, surveillance and reconnaissance, electronic warfare, logistics resupply, and emergency response, and fits into Aero Velocity’s broader AeroShield Alliance strategy. BT Brands also reiterates that it has a definitive merger agreement with Aero Velocity, with the combined company expected to operate as “Aero Velocity Inc.” after closing, subject to stockholder approvals and customary conditions.