BT Brands boosts ATM equity program capacity to $3.57M
BT Brands, Inc. (BTBD) has amended its existing at-the-market equity program with Maxim Group LLC as sales agent.
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Rhea-AI Filing Summary
BT Brands, Inc. (BTBD) has amended its existing at-the-market equity program with Maxim Group LLC as sales agent. The board approved an increase in the aggregate offering capacity from $3,005,000 to $3,565,880, allowing the company to sell additional shares of common stock over time through at-the-market transactions.
The company plans to file a prospectus supplement to its Form S-3 shelf registration to cover the offer and sale of up to $3,565,880 of common stock under this program. BT Brands also filed the amendment to the equity distribution agreement and a related legal opinion as exhibits to this report.
Insights
Company increases at-the-market equity program capacity, expanding flexibility to raise cash but also raising dilution overhang for existing common shareholders.
BT Brands, Inc. has amended its Equity Distribution Agreement with Maxim Group LLC to increase the size of its at-the-market (ATM) equity offering program. The maximum aggregate offering price of common stock that can be sold through the ATM rises from
This change gives the company more authorized capacity to issue common stock for cash, which can support general corporate purposes or liquidity needs as disclosed elsewhere in its filings. The trade-off is potential dilution for current holders, since additional shares may be issued up to the new
Key items to monitor now are how much of this expanded ATM capacity the company actually uses and over what period after
8-K Event Classification
FAQ
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What did BT Brands (BTBD) announce in this Form 8-K?
How large is BT Brands' updated ATM equity offering program?
What securities will BT Brands offer under the amended ATM program?
Who is the sales agent for BT Brands' ATM offering?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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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:
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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 1.01 Entry into a Material Definitive Agreement.
As previously disclosed in its filings with the U.S. Securities and Exchange Commission (“SEC”), on December 13, 2024, BT Brands, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Original Agreement”) with Maxim Group LLC. as sales agent (the “Agent”), by and between the Company and the Agent. Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agent the Company’s common stock, par value $0.002 per share (“Common Stock”), initially having an aggregate offering price of up to $3,005,000 (the “ATM Offering Program”). Sales of Common Stock, if any, under the Agreement may be made in any transactions that are deemed to be “at the market offerings” as defined in Rule 415 under the Securities Act of 1933.
The board of directors of the Company approved an increase in the size of the ATM Offering Program up to $3,565,880. The Company entered into Amendment No. 1 to the Agreement on November 21, 2025 (the “First Amendment”) to reflect this increase in the aggregate offering price of the ATM Offering Program, a copy of which is filed as Exhibit 1.1 to this Current Report.
The Company will file a prospectus supplement to the Company’s shelf registration statement on Form S-3 (Registration No. 333-283830) to cover the offer and sale of up to $3,565,880 of shares of Common Stock from time to time through the Agent, which represents the entire capacity under the ATM Offering Program.
The foregoing description of the material terms of the Agreement is qualified in its entirety by reference to the full text of the Original Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed on December 16, 2024, which is incorporated herein by reference, and the full text of the First Amendment which is filed herewith. The foregoing description of the Original Agreement and the First Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Agreement and the First Amendment. The legal opinion of Ruffa &Ruffa, P.C., counsel to the Company, relating to the legality of the issuance and sale of Common Stock pursuant to the Agreement, as amended, is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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1.1 |
| Amendment No. 1 to Equity Distribution Agreement dated November 21, 2025, between the Company and Maxim Group LLC. |
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5.1 |
| Ruffa & Ruffa, P.C. |
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23.1 |
| Consent of Ruffa & Ruffa, P.C. (contained in Exhibit 5.1) |
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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.
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Dated: November 25, 2025 | By: | /s/ Gary Copperud |
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| Gary Copperud |
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| Chief Executive Officer |
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