Welcome to our dedicated page for Bt Brands SEC filings (Ticker: BTBD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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’ proposed merger partner Aero Velocity has entered a strategic alliance with SoftWash Systems to launch an integrated drone-based exterior cleaning solution. The partnership combines Aero Velocity’s commercial UAV platforms with SoftWash’s low-pressure, biodegradable cleaning technology to reach difficult and hazardous surfaces more safely and efficiently.
The companies plan joint go-to-market efforts targeting a global commercial exterior cleaning market estimated at more than $1 billion annually, and expect the initiative to contribute meaningfully to 2026 revenue growth. SoftWash supports over 100 affiliates and franchisees across seven countries, generating more than $39 million in 2025 revenue, providing a ready distribution channel for the new drone-washing offering.
BT Brands, Inc. reported that Nasdaq notified the company on January 14, 2026 that it is not in compliance with Listing Rule 5620(a) because it did not hold an annual shareholder meeting for the fiscal year ended December 31, 2024. The notice is a deficiency notification only and does not immediately affect the listing or trading of BT Brands’ common stock or warrants on the Nasdaq Capital Market.
The company has until March 2, 2026 to submit a compliance plan and, if accepted, may receive an extension through June 29, 2026 to hold the required meeting. BT Brands also highlighted a pending business combination with Aero Velocity, Inc. to be voted on at a special meeting after effectiveness of a Form S-4 registration statement. Under the merger agreement, if the special meeting is not held and the related matters are not approved by April 30, 2026, the parties may terminate the merger, after which BT Brands expects to call an annual meeting to elect directors.
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.
BT Brands, Inc. reported a strong turnaround for the 13 and 39 weeks ended September 28, 2025, moving from prior-year losses to net income of $914,975 for the quarter and $640,157 year-to-date. Net sales fell about 11.4% in the quarter and 6.7% year-to-date, mainly from closing underperforming restaurants, but food, labor, and overhead ratios improved and restaurant-level EBITDA rose to 21.3% of revenues in the quarter. Results were also helped by a $288,731 gain on a property sale and sizeable realized and unrealized gains on marketable securities. The company fully impaired its $304,000 NGI equity investment and reduced its Bagger Dave’s investment to zero as losses accumulated, while still ending the period with $4.7 million in cash and marketable securities and positive working capital. BT Brands also signed a merger agreement with Aero Velocity, which would spin off its restaurant assets into BT Group and leave Aero shareholders with 89% of the combined company’s equity.
BT Brands, Inc. (BTBD) filed a Form 12b-25, notifying a delay in its Quarterly Report on Form 10‑Q for the period ended September 28, 2025. The company cites difficulty obtaining financial information from third‑party providers on a timely basis without unreasonable expense or effort.
BT Brands expects to file the Form 10‑Q on or before the fifth calendar day following the prescribed due date.
BT Brands, Inc. (BTBD) filed a Form 144 notifying a proposed sale of 1,033,540 common shares through The Benchmark Company LLC on 10/10/2025 on the NASDAQ. The filing lists an aggregate market value of $2,046,409 for the shares and reports 6,154,724 shares outstanding, indicating the size of the proposed block relative to the company's total share count. The shares were originally acquired in a share exchange from the issuer on 07/30/2018, with 2,176,680 shares recorded as acquired at that time. No securities were reported sold by the holder in the prior three months, and the filer affirms no undisclosed material adverse information. The filing provides broker contact details and the required representations under Rule 144.