BT Brands, Inc. (BTBDW) files notice of late Q2 2025 10-Q report filing

Rhea-AI Filing Summary

BT Brands, Inc. filed a Form 12b-25 to report that its Quarterly Report on Form 10-Q for the period ended June 29, 2025 will be filed late. The company states it could not obtain necessary financial information from third-party providers on a timely basis without unreasonable effort or expense. It expects to submit the Form 10-Q on or before the fifth calendar day after the August 14, 2025 due date.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

	FORM 12b-25	SEC FILE NUMBER
		333-233233
	NOTIFICATION OF LATE FILING	CUSIP NUMBER
		0557MQ 206

(Check one):	☐    Form 10-K        ☐     Form 20-F        ☐     Form 11 -K        ☒     Form 10-Q        ☐     Form 10-D        ☐     Form N-SAR
	☐     Form N-CSR
	For Period Ended: June 29, 2025
	☐     Transition Report on Form 10-K ☐     Transition Report on Form 20-F ☐     Transition Report on Form 11-K ☐     Transition Report on Form 10-Q ☐     Transition Report on Form N-SAR
	For the Transition Period Ended: __________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BT Brands, Inc.

Full Name of Registrant

Former Name if Applicable

10501 Wayzata Blvd South, Suite 102,

Address of Principal Executive Office (Street and Number)

Minnetonka, MN 55305

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

BT Brands, Inc. (the “Company”) is filing this Form 12b-25 with the Securities and Exchange Commission (the “SEC”) to postpone the filing of its Quarterly Report on Form 10-Q for the period ended June 29, 2025 (the “Form 10-Q”) beyond August 14, 2025, the prescribed due date for such filing, because the Company was unable to obtain financial information from third party providers on a timely basis without unreasonable expense or effort. The Company expects to file its Form 10-Q on or before the fifth calendar day following the prescribed due date.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Kenneth Brimmer		(307)		274-3055
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒     No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ? Yes ☐     No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

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BT Brands, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date	August 15, 2025		By.	/s/ Kenneth Brimmer
				Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative's authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

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FAQ

Why did BTBDW (BT Brands, Inc.) file a Form 12b-25?

BT Brands, Inc. filed Form 12b-25 to notify that its Quarterly Report on Form 10-Q for the period ended June 29, 2025 will be filed after the original due date.

What caused BTBDW (BT Brands, Inc.) to delay its Q2 2025 Form 10-Q?

The company explains it was unable to obtain financial information from third-party providers on a timely basis without unreasonable expense or effort.

When does BTBDW (BT Brands, Inc.) expect to file the delayed Form 10-Q?

BT Brands, Inc. states it expects to file its Form 10-Q on or before the fifth calendar day following the August 14, 2025 prescribed due date.

Which period is covered by BTBDW (BT Brands, Inc.) delayed Form 10-Q?

The delayed Form 10-Q covers the quarterly period ended June 29, 2025.

Who signed the BTBDW (BT Brands, Inc.) late filing notification?

The notification was signed on behalf of BT Brands, Inc. by Kenneth Brimmer, the company’s Chief Financial Officer.

Does BTBDW (BT Brands, Inc.) indicate it will use the full 5-day 10-Q extension?

The company indicates that it expects to file its Form 10-Q on or before the fifth calendar day after the original due date, as permitted under Form 12b-25.