BT Brands (NASDAQ: BTBD) files auditor consent for S-3 registration use

Rhea-AI Filing Summary

BT Brands, Inc. filed a current report to note that it obtained and filed the consent of its independent registered public accounting firm for use in a Registration Statement on Form S-3. The consent, dated March 30, 2026, allows the firm’s audit report on the company’s consolidated financial statements for the fiscal year ended December 28, 2025, as included in the Form 10-K, to be incorporated by reference into the Form S-3 and cited under the “Experts” section. The consent is furnished as Exhibit 23.1, alongside Exhibit 104 for the cover page Inline XBRL data.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Audit report date: March 30, 2026 Fiscal year end: December 28, 2025 Auditor consent exhibit: Exhibit 23.1 +1 more

4 metrics

Audit report date March 30, 2026 Date of auditor’s report being incorporated by reference

Fiscal year end December 28, 2025 End of fiscal year for audited consolidated financial statements

Auditor consent exhibit Exhibit 23.1 Consent of independent registered public accounting firm

Inline XBRL exhibit Exhibit 104 Cover page interactive data file with Inline XBRL tags

Key Terms

Registration Statement on Form S-3, incorporation by reference, independent registered public accounting firm, Inline XBRL

4 terms

Registration Statement on Form S-3 regulatory

"the Company’s Registration Statement on Form S-3 of its report dated March 30, 2026"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

incorporation by reference regulatory

"consent of its independent registered public accounting firm to the incorporation by reference in the Company’s Registration Statement"

Incorporation by reference is a legal shortcut used in regulatory filings where one document makes another document part of itself by pointing to it instead of repeating its content—like telling readers “see chapter 3 of another book” and treating that chapter as if printed in the current file. Investors care because information included this way is legally binding for disclosure and can change the view of a company’s risks, obligations and value, so the referenced material must be reviewed to understand the full picture.

independent registered public accounting firm financial

"consent of its independent registered public accounting firm to the incorporation by reference"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Inline XBRL technical

"Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

Understanding 8-K Material Events →

0001718224false00017182242026-04-062026-04-060001718224btbd:CommonStocksMember2026-04-062026-04-060001718224btbd:WarrantsTwoMember2026-04-062026-04-06iso4217:USDxbrli:sharesiso4217:USDxbrli:shares

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 6, 2026

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming		000-56113		91-1495764
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

10501 Wayzata Blvd South, Suite 102, Minnetonka, MN		55305
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (307) 274-3055

____________________________________________

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		BTBD		Nasdaq Capital Market
Warrants		BTBDW		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

BT Brands, Inc. (the “Company”) is filing the consent of its independent registered public accounting firm to the incorporation by reference in the Company’s Registration Statement on Form S-3 of its report dated March 30, 2026, with respect to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025. Such consent also covers the reference to such firm under the heading “Experts” in the Registration Statement on Form S-3.

The consent is attached hereto as Exhibit 23.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
23.1		Consent of Independent Registered Public Accounting Firm
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document

2

SIGNATURES

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 hereunto duly authorized.

	BT BRANDS, INC.
Dated: April 6, 2026	By:	/s/ Gary Copperud
		Gary Copperud
		Chief Executive Officer

3

FAQ

What did BT Brands, Inc. (BTBD) report in this Form 8-K?

BT Brands reported that it filed the consent of its independent registered public accounting firm. This consent permits the firm’s March 30, 2026 audit report to be incorporated by reference into the company’s Registration Statement on Form S-3.

Which financial statements are covered by the auditor’s consent for BTBD?

The consent covers the consolidated financial statements of BT Brands for the fiscal year ended December 28, 2025. These statements are included in the company’s Annual Report on Form 10-K and can now be incorporated by reference into the Form S-3.

How is the auditor referenced in BT Brands’ Form S-3 registration statement?

The consent allows BT Brands to reference its independent registered public accounting firm under the heading “Experts” in the Form S-3 registration statement. This formal permission is necessary for the firm’s report to be cited in that document.

Which exhibit contains the auditor consent filed by BT Brands (BTBD)?

The auditor’s consent is provided as Exhibit 23.1. BT Brands also includes Exhibit 104, which is the cover page interactive data file with Inline XBRL tags embedded in the electronic version of the report.

Why is BT Brands incorporating its audit report by reference into Form S-3?

The company is incorporating its audit report by reference so the audited consolidated financial statements for the year ended December 28, 2025, and the auditor’s expertise, can legally form part of the Registration Statement on Form S-3 without reprinting the full report.

Filing Exhibits & Attachments

6 documents

Financial & Certifications

• EX-23.1 CONSENT 1.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 5.3 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 15.9 KB
• EX-101 XBRL TAXONOMY EXTENSION CALCULATION LINKBASE 906 B
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.6 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 5.6 KB