BTBD / BT Brands, Inc. - SEC फाइलिंग, वार्षिक रिपोर्ट, प्रॉक्सी स्टेटमेंट

BT Brands and Aero Velocity Announce Execution of Definitive Merger Agreement Combined company to focus on advanced drone technologies that improve efficiency and sustainability for its customer base of government and commercial clients Aero Velocity

EXHIBIT 99.1 BT Brands and Aero Velocity Announce Execution of Definitive Merger Agreement Combined company to focus on advanced drone technologies that improve efficiency and sustainability for its customer base of government and commercial clients Aero Velocity provides comprehensive drone services and integrates Artificial Intelligence (AI) and data science to derive actionable insights from da

AERO VELOCITY INC. CORPORATE PRESENTATION

EXHIBIT 99.2

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): September 2, 2025

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): September 2, 2025 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 N

SUPPORT AGREEMENT

EXHIBIT 10.1 SUPPORT AGREEMENT This SUPPORT AGREEMENT (this “Agreement”), dated as of September 2, 2025 is made by and among BT Brands, Inc., a Wyoming corporation (“Parent”), Aero Velocity Inc., a Delaware corporation (the “Company”), and each of the stockholders of Parent whose name appears on the signature pages to this Agreement (each, a “Holder” and, collectively, the “Holders”). Capitalized

AGREEMENT AND PLAN OF MERGER by and among BT BRANDS, INC., AERO MERGER SUB INC., AERO VELOCITY INC. Dated as of September 2, 2025 TABLE OF CONTENTS

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among BT BRANDS, INC., AERO MERGER SUB INC., and AERO VELOCITY INC. Dated as of September 2, 2025 TABLE OF CONTENTS ARTICLE I THE TRANSACTIONS AND RELATED MATTERS Section 1.1. Merger 1 Section 1.2. Effective Time; Closing 2 Section 1.3. Effect of the Merger 2 Section 1.4. Governing Documents 2 Section 1.5. Officers and Directors of the Surviving Comp

Agreement dated as of April 2, 2025, by and between BT Brands, Inc. and NGI Corporation.

EXHIBIT 10.1 AMENDMENT AND RESTATEMENT AGREEMENT AMENDMENT AND RESTATEMENT AGREEMENT (this “Agreement”) dated as of August 12, 2025, by and between BT Brands, Inc., a Wyoming corporation (the “BTB”), and NGI Corporation, a Wyoming corporation (the “NGI”). Each of the parties hereto may be referred to as a “Party” and collectively, as the “Parties.” WHEREAS, the Parties have agreed, upon the terms

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 29, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 29, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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 ☐ Tran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (E

Agreement dated as of April 2, 2025 by and between BT Brands, Inc. and NGI Corporation.

EXHIBIT 10.1 AGREEMENT This AGREEMENT, dated as of April 2, 2025 (this “Agreement”), is made by and between BT Brands, Inc., a Wyoming corporation (the “BTB”), and NGI Corporation., a Wyoming corporation (the “NGI”). RECITALS: WHEREAS, as of the date hereof, NGI and its B Water subsidiary are indebted to BTB in the principal amount of $180,000, which includes loans made through December 29, 2024 i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 29, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-233233 BT BRANDS, INC. (Exact name of registrant a

Subsidiaries of the Registrant, filed herewith.

EXHIBIT 21.1 Our corporate structure, including our principal operating subsidiaries, of which we own is as follows: Name of subsidiary Jurisdiction of incorporation or organization BTND, LLC Colorado limited liability company. BTND IN, LLC Indiana limited liability company. BTNDMO, LLC Colorado limited liability company. BTNDDQ, LLC Minnesota limited liability company. 1519BT, LLC Florida limited

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

EXHIBIT 4.5 Description of Registrant’s Securities As of March 15, 2025, BT Brands, Inc. has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Stock and (2) Warrants. The following is a description of our common stock, warrants, and certain material provisions of Wyoming law, our Certificate of Incorporatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 29, 2024 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-233233 BT BRANDS, INC. (Exact name of registrant as specified in its

U.S. Securities and Exchange Commission

U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-3720 Attention: Scott Andereggs Re: BT Brands, Inc. Registration Statement on Form S-3 Filed December 16, 2024 File No. 333-283830 Acceleration Request Requested Date: December 20, 2024 Requested Time: 4:00 p.m., Eastern Time Ladies and Gentlemen: Pursuant to Rule 461 under the Securit

Articles of Incorporation of BT Brands, Inc. a Wyoming corporation.*

EXHIBIT 3.1 ARTICLES OF INCORPORATION OF BT BRANDS, INC. ARTICLE 1 NAME OF CORPORATION The name of this corporation is BT Brands, Inc. (the “Corporation”) ARTICLE 2 REGISTERED AGENT AND REGISTERED OFFICE The address of the registered office of the Corporation in the State of Wyoming is 30 Gould Street, Suite R, Sheridan, Wyoming 82801, and the name of its registered agent at that address is Regist

Amendment to Articles of Incorporation to increase the number of authorized shares of common stock.*

EXHIBIT 3.3 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BT BRANDS, INC. FIRST: The name of the corporation is BT Brands, Inc. SECOND: Section 5.1 of the Articles of Incorporation is hereby amended by deleting the first paragraph of Section 5.1 in its entirety and adding in place thereof the following text: Authorized Shares. The aggregate number of shares which the Corporation shall

Equity Distribution Agreement, dated as of December 13, 2024, by and between BT Brands, Inc. and Maxim Group LLC*+

EXHIBIT 1.2 BT BRANDS, INC. Up to $3,005,000 of Common Stock EQUITY DISTRIBUTION AGREEMENT December 13, 2024 Maxim Group LLC 300 Park Avenue, 16th Floor New York, New York 10022 Ladies and Gentlemen: BT Brands, Inc., a Wyoming corporation (the “Company”), proposes to issue and sell through Maxim Group LLC, as exclusive sales agent (the “Agent”), shares of common stock, par value $0.002 per share,

As filed with the Securities and Exchange Commission on December 13, 2024

As filed with the Securities and Exchange Commission on December 13, 2024 Registration No.

Amendment to Articles of Incorporation to effectuate a 2-for-1 combination of outstanding shares.*

EXHIBIT 3.2 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BT BRANDS, INC. FIRST: The name of the corporation is BT Brands, Inc. SECOND: Section 5.1 of the Articles of Incorporation is hereby amended to add the following text after the conclusion of the first paragraph of said Section 5.1: Upon the effectiveness of these Articles of Amendment to the Articles of Incorporation (the “Effec

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 13, 2024 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 N

Calculation of Filing Fee Table.*

EXHIBIT 107 Calculation of Filing Fee Tables Form S-3 (Form Type) BT BRANDS, INC. (Exact name of Registrant as specified in its charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount to be Registered (1) Maximum Aggregate Offering Price Per Unit Maximum Aggregate Offering Price (2) Fee Rate Amount of Registrat

Bylaws of BT Brands, Inc., a Wyoming corporation.*

EXHIBIT 3.4 BYLAWS OF BT BRANDS, INC. ARTICLE 1 NAME, SEAL AND OFFICES 1.1. NAME. The name of this corporation is BT Brands, Inc. (the “Company”), continued as a Wyoming corporation pursuant to Wyoming Statutes §§ 17-16-1810 et seq. and governed by the Wyoming Business Company Act (the “Act”). 1.2. SEAL. The Company shall not be required to obtain a corporate seal. The seal, if any, of this Compan

Submission of Matters to a Vote of Security Holders

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): December 6, 2024 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Wyoming 000-56113 90-1495764 (State or other jurisdiction of incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 29, 2024 ☐ TRANSITION REPORT PURSUAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 29, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41061 BT BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): October 24, 2024 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 Nu

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION

SECURITIES & EXCHANGE COMMISSION WASHINGTON, D.C. 20549 NOTICE OF EXEMPT SOLICITATION NAME OF REGISTRANT: Noble Roman’s, Inc. NAME OF PERSON RELYING ON EXEMPTION: BT Brands., Inc., Kenneth W. Brimmer, Gary Copperud ADDRESS OF PERSON RELYING ON EXEMPTION: 405 Main Avenue West, Suite 2D, West Fargo, North Dakota 58078 Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the

Assignment and Assumption Agreement dated May 13, 2024 between 1519 BT LLC, a subsidiary of the registrant, and LC Food Concepts LLC, relating to the lease agreement for Schnitzel Haus, to which is attached Amendment No. 4 to original lease and the original lease for the property located at 5687 SE Crooked Oak Avenue, Hobe Sound, Florida 33455.

EXHIBIT 99.2 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (the “Assignment”) dated May 13, 2024, 2024 (the “Effective Date”), by and between LC Food Concepts, LLC, a Florida limited liability company (“Assignor”), and 1519BT, LLC, an Indiana limited liability company (“Assignee”). RECITALS WHEREAS, Assignee operates a restaurant known as Schnitzel Haus (the “Business”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41061

Business Asset Purchase Agreement dated May 13, 2024 between 1519 BT LLC, a subsidiary of the registrant, and LC Food Concepts LLC, relating the sale and purchase of the assets of Schnitzel Haus restaurant.

EXHIBIT 99.1 BUSINESS ASSET PURCHASE AGREEMENT Date: MAY 13, 2024 1519 BT , A Florida Limited Liability Company (herein referred to as "Buyer") and LC food concepts LLC (herein referred to as “Seller”) hereby agree that, upon acceptance of this contract, Seller shall sell and Buyer shall purchase the business known as: Schnitzel Haus located at 5687 SE Crooked Oak Ave. Hobe Sound , Fl 33455, in Ma

Assignment and Assumption Agreement dated May 13, 2024 between 1519 BT LLC, a subsidiary of the registrant, and LC Food Concepts LLC, relating to the lease agreement for Schnitzel Haus, to which is attached Amendment No. 4 to original lease and the original lease for the property located at 5687 SE Crooked Oak Avenue, Hobe Sound, Florida 33455.

EXHIBIT 99.2 ASSIGNMENT AND ASSUMPTION OF LEASE This ASSIGNMENT AND ASSUMPTION OF LEASE (the “Assignment”) dated May 13, 2024, 2024 (the “Effective Date”), by and between LC Food Concepts, LLC, a Florida limited liability company (“Assignor”), and 1519BT, LLC, an Indiana limited liability company (“Assignee”). RECITALS WHEREAS, Assignee operates a restaurant known as Schnitzel Haus (the “Business”

Business Asset Purchase Agreement dated May 13, 2024 between 1519 BT LLC, a subsidiary of the registrant, and LC Food Concepts LLC, relating the sale and purchase of the assets of Schnitzel Haus restaurant.

EXHIBIT 99.1 BUSINESS ASSET PURCHASE AGREEMENT Date: MAY 13, 2024 1519 BT , A Florida Limited Liability Company (herein referred to as "Buyer") and LC food concepts LLC (herein referred to as “Seller”) hereby agree that, upon acceptance of this contract, Seller shall sell and Buyer shall purchase the business known as: Schnitzel Haus located at 5687 SE Crooked Oak Ave. Hobe Sound , Fl 33455, in Ma

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41061 BT BRANDS, INC. (Exa

BT Brands Board of Directors Authorizes Share Repurchase - Company Forecasts Improved Results in Fiscal 2024

EXHIBIT 99.1 FOR IMMEDIATE RELEASE BT Brands Board of Directors Authorizes Share Repurchase - Company Forecasts Improved Results in Fiscal 2024 West Fargo, ND – June 5, 2024 – BT Brands, Inc. (Nasdaq: BTBD and BTBDW), a growing multi-concept restaurant operator, today announced that its board of directors has approved the repurchase of up to 625,000 shares, representing approximately 10% of its ou

Financial Statements and Exhibits, Other Events

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): June 6, 2024 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Wyoming 001-41061 91-1495764 (State or other jurisdiction of incorporation) (Commission File Number

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41061 BT BRANDS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 333-233233 BT BRANDS, INC. (Exact name of registrant as specified in its

Clawback Policy, incorporated by reference to Exhibit 97 to the Form 10-K filed with the Securities and Exchange Commission on April 1, 2024.

EXHIBIT 97.1 BT BRANDS, INC. (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Board has therefore adopted this po

Insider Trading Policy, incorporated by reference to Exhibit 19.1 to the Form 10-K filed with the Securities and Exchange Commission on April 1, 2024.

EXHIBIT 19.1 BT BRANDS, INC. POLICY ON INSIDER TRADING This Insider Trading Policy describes the standards of BT Brands, Inc. and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part prohibits tr

Subsidiaries of the Registrant

EXHIBIT 21.1 Our corporate structure, including our principal operating subsidiaries, of which we own is as follows: Name of subsidiary Jurisdiction of incorporation or organization BTND, LLC Colorado limited liability company. BTND IN, LLC Indiana limited liability company. BTNDMO, LLC Colorado limited liability company. BTNDDQ, LLC Minnesota limited liability company. 1519BT, LLC Florida limited

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.4 Description of Registrant’s Securities As of March 31, 2024, BT Brands, Inc. has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (1) our Common Stock; and (2) Warrants. The following is a description of our common stock, warrants, and certain material provisions of Delaware law, our Certificate of Incorporat

Submission of Matters to a Vote of Security Holders

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): February 16, 2024 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 N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 1, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 2, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1)

PRRN14A 1 btbprrn14a.htm PRRN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (RULE 14a-101) SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 2, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Ex

Power of Attorney dated April 22, 2023 granted by Gary Copperud to BT Brands, Inc.

EX-99.2 3 btbdex992.htm POWER OF ATTORNEY EXHIBIT 99.2 POWER OF ATTORNEY Know all by these presents, that the undersigned, Gary Copperud, hereby constitutes and appoints BT Brands, Inc. and Kenneth Brimmer, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all lawful action in connection with (i) the reporting of the undersigned’s beneficial ownership of, or par

NOMINATION AGREEMENT

EXHIBIT 99.1 NOMINATION AGREEMENT April 14, 2023 Gary Copperud 405 Main Avenue West, Suite 2D, West Fargo, North Dakota 58078 Dear Mr. Copperud: This letter agreement (this “Agreement”) is with reference to your agreement to be nominated by BT Brands, Inc., a Wyoming (“BT Brands”), for election as a director (a “Nominee”) of Noble Roman’s, Inc., an Indiana corporation (the “Company”). In connectio

NROM / Noble Roman`s, Inc. / BT Brands, Inc. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 NOBLE ROMAN’S, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 655107100 (CUSIP Number) BT Brands, Inc. Gary Copperud 405 Main Avenue West, Suite 2D, West Fargo, North Dakota 58078 (307) 223-1663 (Name, Address and Telephone Number of Person Authorize

Employment Agreement dated as of July 7, 2022, by and between Gary Copperud and the Registrant

EXHIBIT 10.16

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 18, 2023, BT Brands, Inc.’s class of common stock, par value $0.001 per share (“Common Stock”) was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Description of Common Stock The following description of our

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company. 1519BT, LLC, a Florida limited liability company

Employment Agreement dated as of July 7, 2022, by and between Kenneth Brimmer and the Registrant

EXHIBIT 10.17

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: January 1, 2023 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-233233 BT BRANDS, INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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: January 1, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

NROM / Noble Roman`s, Inc. / BT Brands, Inc. - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 NOBLE ROMAN’S, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 655107100 (CUSIP Number) BT Brands, Inc. Gary Copperud 405 Main Avenue West, Suite 2D, West Fargo, North Dakota 58078 (307) 223-1663 (Name, Address and Telephone Number of Person Authorize

BTBD / BT BRANDS INC (United States) / Maxim Partners Llc - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 ea171942-13ga1maximbtbrand.htm AMENDMENT NO. 1 TO SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* BT Brands, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 0557MQ 10 7 (CUSIP Number) January 12, 2023 (Date of Event which Requires Filing of this Statement)

Submission of Matters to a Vote of Security Holders

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): December 29, 2022 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 N

NROM / Noble Roman's, Inc. / BT Brands, Inc. - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NOBLE ROMAN’S, INC. (Name of Issuer) Common Stock (Title of Class of Securities) 655107100 (CUSIP Number) BT Brands, Inc. Gary Copperud 405 Main Avenue West, Suite 2D, West Fargo, North Dakota 58078 (307) 223-1663 (Name, Address and Telephone Number of Person Authorized to Receive Notic

JOINT FILING AGREEMENT November 28, 2022

EXHIBIT 99.1 JOINT FILING AGREEMENT November 28, 2022 Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation there

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

DEF 14A 1 btbdef14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted b

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 2, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC.

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 8 Dated July 29, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 8 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchang

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 7 Dated June 10, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 4 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchang

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 6 Dated May 21, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 6 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchange

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 4 Dated March 21, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 4 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchan

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 5 Dated May 20, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 5 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchange

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 2 Dated November 19, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 2 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exc

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 3 Dated March 11, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 3 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exchan

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

Filed pursuant to Rule 424(b)(3) Registration No. 333-260998 Prospectus Supplement No. 1 Dated November 22, 2022 (To Prospectus Dated November 12, 2021) 2,400,000 Shares of Common Stock issuable upon exercise of the Warrants This prospectus supplement No. 1 supplements the prospectus of BT Brands, Inc. (the ?Company,? ?we,? ?us,? or ?our?) dated November 12, 2021, filed with the Securities and Exc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 3, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Exa

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2022 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Wyoming 000-56113 91-1495764 (State or other jurisdiction of incorporation) (

CONTACT FOR FURTHER INFORMATION:

EXHIBIT 99.3 Press Release CONTACT FOR FURTHER INFORMATION: KENNETH BRIMMER 612-229-8811 BT Brands Purchases Village Bier Garten June 2, 2022 West Fargo, ND.-(ACCESSWIRE) - BT Brands, Inc. (Nasdaq: BTBD and BTBDW), ?BT Brands? operator of quick-service Burger Time restaurants, Keegan?s Seafood Grille, and Pie in the Sky Bakery and Coffee businesses, announced today that it acquired the Von Stephan

Lease Agreement dated August 4, 2022, by and between 1519BT, LLC, a wholly owned subsidiary of the registrant, and Stephan Properties of Florida Inc., with respect to the real property located at 415 Delannoy Avenue, Cocoa, Florida and 409 Delannoy Avenue, Cocoa, Florida.

EXHIBIT 99.2

ASSET PURCHASE AGREEMENT

EXHIBIT 99.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this ?Agreement?), dated as of July 8, 2022 (the ?Effective Date?), is entered into between L. FAGAN ENTERPRISES INC., a Florida corporation (?LFE?) and TROY STEPHAN (?Mr. Stephan? and together with LFE, the ?Seller?), and 1519BT, LLC, a Florida limited liability company (?Buyer?). Capitalized terms used in this Agreement have th

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): August 4, 2022 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 Numb

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 2, 2022 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 Num

Keegan’s Seafood Grille, Inc. Notes to Financial Statements For the Year Ended December 31, 2021 INDEPENDENT AUDITOR’S REPORT

EXHIBIT 99.1 Keegan?s Seafood Grille, Inc. Notes to Financial Statements For the Year Ended December 31, 2021 INDEPENDENT AUDITOR?S REPORT To the Shareholder and Officers of Keegan?s Seafood Grille, Inc. Indian Rocks Beach, Florida We were engaged to audit the accompanying financial statements of Keegan?s Seafood Grille, Inc (a Florida corporation), which comprise the balance sheet as of December

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2022 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 Numb

INDEPENDENT AUDITOR’S REPORT

EXHIBIT 99.1 INDEPENDENT AUDITOR?S REPORT To the Shareholder and Officers of Pie in the Sky, Inc. Woods Hole, Massachusetts Qualified Opinion We have audited the accompanying financial statements of Pie in the Sky, Inc. (a Massachusetts corporation), which comprise the balance sheet as of December 31, 2021, and the related statements of income, retained earnings, and cash flows for the year then e

STOCK PURCHASE AGREEMENT

EXHIBIT 99.1 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this ?Agreement?), dated June 2, 2022 is entered into by THOMAS ?MICHAEL? ANSLEY, MAINTOU BLUE LLC, THOMAS M. ANSLEY CUSTODIAN FOR MADISON ANSLEY UGMA MI, THOMAS M. ANSLEY CUSTODIAN FOR MARY-KATE ANSLEY UGMA MI, and THOMAS M. ANSLEY CUSTODIAN FOR DAVID ANSLEY UGMA MI on the one hand (each a ?Seller? and together the ?Sellers?), a

BT Brands Acquires Founder’s Stake in Bagger Dave’s

EXHIBIT 99.2 Press Release CONTACT FOR FURTHER INFORMATION: KENNETH BRIMMER 612-229-8811 BT Brands Acquires Founder?s Stake in Bagger Dave?s June 2, 2022 West Fargo, ND.-(ACCESSWIRE) - BT Brands, Inc. (Nasdaq: BTBD and BTBDW), ?BT Brands? operator of quick-service Burger Time restaurants, Keegan's Seafood Grille and Pie in the Sky Bakery and Coffee businesses, announced today that it had acquired

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): June 2, 2022 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

Lease Agreement dated May 11, 2022, by and between BT Brands, Inc. and Martha Ertmann LLC, with respect to the real property located at 10 Water Street, Woods Hole, Massachusetts.

EXHIBIT 99.2

Purchase Agreement dated May 11, 2022, by and between BT Brands, Inc., Pie in the Sky and Erik Gura, the owner of the assets.

EXHIBIT 99.1

WEST FARGO, ND / ACCESSWIRE / May 12, 2022 / BT BRANDS, INC. (NASDAQ:BTBD) announced today that it completed the acquisition of Pie in the Sky Coffee and Bakery in Woods Hole, Massachusetts. www.piecoffee.com, Pie in the Sky has served the local comm

EXHIBIT 99.3 WEST FARGO, ND / ACCESSWIRE / May 12, 2022 / BT BRANDS, INC. (NASDAQ:BTBD) announced today that it completed the acquisition of Pie in the Sky Coffee and Bakery in Woods Hole, Massachusetts. www.piecoffee.com, Pie in the Sky has served the local community and the many visitors passing through the Ferry Terminal at Woods Hole since 1982. Pie in the Sky roasts its coffee and offers high

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 11, 2022 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 3, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: January 2, 2022 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-233233 BT BRANDS, INC. (Exact name o

Lease Agreement dated March 2, 2022, by and between BT Brands, Inc. and NFK Properties, LLC, with respect to the real property located at 1519 Gulf Boulevard, Indian Rocks Beach, Florida 33785.

EXHIBIT 99.2

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 2, 2022 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 Numbe

BT BRANDS, INC. ACQUIRES KEEGAN’S SEAFOOD GRILL

EXHIBIT 99.3 For Immediate Release ? March 3, 2022 BT BRANDS, INC. ACQUIRES KEEGAN?S SEAFOOD GRILL WEST FARGO, ND BT BRANDS, INC. (NASDAQ, BTND) announced today that it completed the acquisition of Keegan?s Seafood Grill. Keegan?s Seafood Grill. Keegan?s has served an extensive menu of local seafood favorites in the Indian Rocks, Florida community near Clearwater, Florida, for more than 35 years.

Purchase Agreement dated March 2, 2022, by and between BT Brands, Inc. and Keegan’s Seafood Grille, Inc.

EXHIBIT 99.1

REPRESENTATIVE’S PURCHASE WARRANT BT BRANDS, Inc.

EXHIBIT 99.2 REPRESENTATIVE?S PURCHASE WARRANT BT BRANDS, Inc. Warrant Shares: 192,000 Initial Exercise Date: May 11, 2022 This REPRESENTATIVE?S PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, MAXIM PARTNERS LLC or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

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): November 12, 2021 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 N

BT Brands, Inc. Announces Pricing of Upsized $12 Million Initial Public Offering

EXHIBIT 99.4 BT Brands, Inc. Announces Pricing of Upsized $12 Million Initial Public Offering WEST FARGO, ND, November 12, 2021 ? BT Brands, Inc. (?BT Brands? or the ?Company?) (NASDAQ:BTBD; BTBDW), owner and operator of quick service restaurants, in a move forward with its plan to acquire additional restaurant businesses, today announced the pricing of its initial public offering of 2,400,000 uni

2,400,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK BT BRANDS, INC. UNDERWRITING AGREEMENT

EXHIBIT 99.1 2,400,000 UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK BT BRANDS, INC. UNDERWRITING AGREEMENT November 12, 2021 Maxim Group LLC 300 Park Avenue ? 16th Floor New York, New York 10022 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, New York 10004 As Representatives of the Several Underwriters, if any, named

WARRANT AGREEMENT

EXHIBIT 99.3 WARRANT AGREEMENT WARRANT AGREEMENT (this ?Warrant Agreement?) dated as of November 16, 2021 (the ?Issuance Date?) between BT Brands, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated November

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: October 3, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (

2,400,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock BT BRANDS, INC.

Filed Pursuant to Rule 424(b)(4) Registration No. 333-250957 and 333-260998 PROSPECTUS 2,400,000 Units Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase One Share of Common Stock BT BRANDS, INC. BT Brands, Inc., which we refer to as ?we,? ?us? or the ?Company,? is offering, on a firm commitment basis, 2,400,000 units of its securities at a public offering price of $5.00

As filed with the Securities and Exchange Commission on November 12, 2021

As filed with the Securities and Exchange Commission on November 12, 2021 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Wyoming 91-1495764 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 405 M

November 10, 2021

November 10, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F.

As filed with the Securities and Exchange Commission on November 8, 2021

As filed with the Securities and Exchange Commission on November 8, 2021 Registration Statement No.

As filed with the Securities and Exchange Commission on October 29, 2021

As filed with the Securities and Exchange Commission on October 29, 2021 Registration Statement No.

As filed with the Securities and Exchange Commission on October 15, 2021

As filed with the Securities and Exchange Commission on October 15, 2021 Registration Statement No.

Form of Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company.

EXHIBIT 4.5 WARRANT AGREEMENT WARRANT AGREEMENT (this ?Warrant Agreement?) dated as of [], 2021 (the ?Issuance Date?) between BT Brands, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Warrant Agent?). WHEREAS, pursuant to the terms of that certain Underwriting Agreement (?Underwriting Agreement?), dated [], 2021, by and am

Consent of Terri Tochihara-Dirks, as director nominee

EXHIBIT 99.3 Consent of Director Nominee of BT Brands, Inc. I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of BT Brands, Inc. and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such R

Form of Representative’s Purchase Warrant

EXHIBIT 4.6 REPRESENTATIVE?S PURCHASE WARRANT BT BRANDS, INC. Warrant Shares: [] Initial Exercise Date: [], 2022 This REPRESENTATIVE?S PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, MAXIM PARTNERS LLC or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date r

Consent of Steven W. Schussler, as director nominee

EXHIBIT 99.2 Consent of Director Nominee of BT Brands, Inc. I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of BT Brands, Inc. and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such R

Promissory Note dated June 28,2021 in the principal amount of $586,300 made by the registrant in favor of 21st Century Bank

EXHIBIT 10.13

Code of Ethics, incorporated by reference to Exhibit 14.1 to the Form S-1 filed with the Securities and Exchange Commission on September 17, 2021.

EXHIBIT 10.14 BT BRANDS, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (this “Agreement”) is made effective as of by and between BT Brands, Inc., a Wyoming corporation (the “Company”), and (“Indemnitee”). WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company and its related entities; WHEREAS, the Co

Promissory Note dated June 28,2021 in the principal amount of $1,853,900 made by the registrant in favor of 21st Century Bank

EXHIBIT 10.11

Consent of Allan Anderson, as director nominee

EXHIBIT 99.1 Consent of Director Nominee of BT Brands, Inc. I hereby consent to being identified as a director nominee in the Registration Statement on Form S-1 of BT Brands, Inc. and all pre and post-effective amendments and supplements thereto, including the prospectus contained therein, and to all references to me in connection therewith and to the filing of this consent as an exhibit to such R

Code of Ethics

EXHIBIT 14.1 BT BRANDS, INC. CODE OF ETHICS AND BUSINESS CONDUCT 1. Introduction. 1.1. The Board of Directors of BT Brands, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Ethics and Business Conduct (the “Code”) in order to: (a) promote honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest; (b) promote full, fair, accu

Form of Underwriting Agreement

EXHIBIT 1.1 [] UNITS EACH UNIT CONSISTING OF ONE SHARE OF COMMON STOCK AND ONE WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK BT BRANDS, INC UNDERWRITING AGREEMENT , 2021 Maxim Group LLC 405 Lexington Avenue, 2nd Floor New York, New York 10174 Joseph Gunnar & Co., LLC 30 Broad Street, 11th Floor New York, New York 10004 As Representatives of the Several Underwriters, if any, named in Schedule I her

REPRESENTATIVE’S PURCHASE WARRANT BT BRANDS, INC.

EX-4.6 4 btbdex46.htm REPRESENTATIVES PURCHASE WARRANT EXHIBIT 4.6 REPRESENTATIVE’S PURCHASE WARRANT BT BRANDS, INC. Warrant Shares: [] Initial Exercise Date: [], 2022 This REPRESENTATIVE’S PURCHASE WARRANT (the “Warrant”) certifies that, for value received, MAXIM PARTNERS LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions he

Articles of Amendment to Articles of Incorporation

EXHIBIT 3.3.1 ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF BT BRANDS, INC. FIRST: The name of the corporation is BT Brands, Inc. SECOND: Section 5.1 of the Articles of Incorporation is hereby amended to add the following text after the conclusion of the first paragraph of said Section 5.1: Upon the effectiveness of these Articles of Amendment to the Articles of Incorporation (the ?Eff

Promissory Note dated June 28,2021 in the principal amount of $666,900 made by the registrant in favor of 21st Century Bank

EXHIBIT 10.12

As filed with the Securities and Exchange Commission on September 16, 2021

As filed with the Securities and Exchange Commission on September 16, 2021 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: July 4, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: April 4, 2021 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Ex

- FORM S1/ A

As filed with the Securities and Exchange Commission on March 25, 2021 Registration Statement No.

Subsidiaries of the Registrant

EX-21.1 2 btbex211.htm SUBSIDIARIES EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EX-4.4 2 btbdex44.htm DESCRIPTION OF THE REGISTRANT'S SECURITIES EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 10, 2021, BT Brands, Inc.’s class of common stock, par value $0.001 per share (“Common Stock”) was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Ac

Loan Modification and Extension Agreement dated March 2, 2020, between the registrant and Next Gen Ice, Inc.

EXHIBIT 10.11 LOAN AND MODIFICATION EXTENSION AGREEMENT This Loan Extension and Modification Agreement (the ?Agreement?) is dated as of this 2nd day of March, 2020, by and between BT Brands, Inc., Delaware corporation (the ?Lender?), a Next Gen Ice, Inc., a Delaware corporation (the ?Borrower?). WITNESSETH: WHEREAS, the Borrower has obtained loans from the Lender in the aggregate principal amount

Annual Report - FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECUR ITIES EXCHANGE ACT OF 1934 For the fiscal year ended: January 3, 2021 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-233233 BT BRANDS, INC. (Exact name

- DEF 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

Articles of Incorporation, incorporated by reference to Appendix B to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on December 18, 2020.

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

LETTER

United States securities and exchange commission logo December 2, 2020 Gary Copperud Chief Executive Officer BT Brands, Inc.

As filed with the Securities and Exchange Commission on November 25, 2020

As filed with the Securities and Exchange Commission on November 25, 2020 Registration Statement No.

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company.

Annual Report - FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 29, 2019 ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-233233 BT BRANDS

Loan Modification and Extension Agreement dated March 2, 2020, between the registrant and Next Gen Ice, Inc.

EXHIBIT 10.11 LOAN AND MODIFICATION EXTENSION AGREEMENT This Loan Extension and Modification Agreement (the “Agreement”) is dated as of this 2nd day of March, 2020, by and between BT Brands, Inc., Delaware corporation (the “Lender”), a Next Gen Ice, Inc., a Delaware corporation (the “Borrower”). WITNESSETH: WHEREAS, the Borrower has obtained loans from the Lender in the aggregate principal amount

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company.

U.S. Securities and Exchange Commission

November 25, 2020 U.S. Securities and Exchange Commission 450 Fifth Street N.W. Washington, DC 20549 Re: BT Brands, Inc. CIK#: 0001718224 Ladies and Gentlemen: BT Brands, Inc. (the “Company”) is filing today on the EDGAR portal a registration statement on Form S-1 to register an offering of 3,000,000 units of its securities at a price of $2.50 per unit on a firm commitment basis (the “Registration

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 27, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC

Articles of Incorporation of BT Brands, Inc., a Wyoming corporation.

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

- PRE 14C

SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No.

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 28, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-233233 BT BRANDS, INC. (Ex

Quarterly Report - FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 29, 2020 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 333-23323 BT BRANDS, INC. (Ex

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BT Brands, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 0557MQ 10 7 (CUSIP Numbe

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* BT Brands, Inc. (Name of Issuer) Common Stock, $0.001 par value (Title of Class of Securities) 0557MQ 10 7 (CUSIP Number) February 14, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 29, 2019 ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 333-233233 BT BRANDS, INC. (Exact name

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of April 13, 2020, BT Brands, Inc.?s class of common stock, par value $0.001 per share (?Common Stock?) was registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?). Description of Common Stock The following description of our

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 333-233233 NOTIFICATION OF LATE FILING CUSIP NUMBER (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: December 29, 2019 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition

As filed with the Securities and Exchange Commission on December 5, 2019

As filed with the Securities and Exchange Commission on December 5, 2019 Registration No.

PRELIMINARY PROSPECTUS BT BRANDS, INC. 1,567,812 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-233233 PRELIMINARY PROSPECTUS BT BRANDS, INC. 1,567,812 Shares of Common Stock This prospectus relates to the offering and resale by the selling stockholders identified herein (the ?Selling Stockholders?) of up to 1,567,812 shares of common stock of BT Brands, Inc., a Delaware corporation (?we,? ?us,? ?our? or the ?Company?), which in

Re:

November 7, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: J. Nolan McWilliams, Attorney-Advisor Susan Block, Attorney-Advisor Lyn Shenk, Accounting Branch Chief Patrick Kuhn, Staff Accountant Re: BT Brands, Inc. Registration Statement on Form S-1 Filed August 13, 2019 File No. 333-233233 Ladies and Gentlemen: On be

As filed with the Securities and Exchange Commission on November 6, 2019

As filed with the Securities and Exchange Commission on November 6, 2019 Registration Statement No.

November 6, 2019

November 6, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: J. Nolan McWilliams, Attorney-Advisor Susan Block, Attorney-Advisor Lyn Shenk, Accounting Branch Chief Patrick Kuhn, Staff Accountant Re: BT Brands, Inc. Registration Statement on Form S-1 Filed August 13, 2019 File No. 333-233233 Dear Mr. McWilliams: We ref

November 1, 2019

November 1, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: J. Nolan McWilliams, Attorney-Advisor Susan Block, Attorney-Advisor Lyn Shenk, Accounting Branch Chief Patrick Kuhn, Staff Accountant Re: BT Brands, Inc. Registration Statement on Form S-1 Filed August 13, 2019 File No. 333-233233 Dear Mr. McWilliams: This l

As filed with the Securities and Exchange Commission on November 1, 2019

As filed with the Securities and Exchange Commission on November 1, 2019 Registration Statement No.

LETTER

October 28, 2019 Gary Copperud Chief Executive Officer BT Brands, Inc. 2405 Maine Avenue West, Suite 2D West Fargo, ND 58078 Re: BT Brands, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed October 18, 2019 FIle No. 333-233233 Dear Mr. Copperud: We have reviewed your amended registration statement and have the following comments. In some of our comments, we may ask you to provide us

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Delaware 81-4744185 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 405

October 18, 2019

October 18, 2019 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-7010 Attn: J. Nolan McWilliams, Attorney-Advisor Susan Block, Attorney-Advisor Lyn Shenk, Accounting Branch Chief Patrick Kuhn, Staff Accountant Re: BT Brands, Inc. Registration Statement on Form S-1 Filed August 13, 2019 File No. 333-233233 Dear Mr. McWilliams: This l

First Amendment to Amended and Restated Bylaws

EXHIBIT 3.2.1 FIRST AMENDMENT TO AMENDED AND RESTATED BYLAWS OF BT BRANDS, INC. Approved and adopted September 12, 2019 ARTICLE X of the Amended and Restated Bylaws of BT Brands, Inc. (the “Corporation”) is amended and restated as follows: ARTICLE X EXCLUSIVE FORUM Unless the corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware sh

2019 Incentive Plan and award agreements thereunder.

EXHIBIT 10.10 BT BRANDS, INC. 2019 INCENTIVE PLAN ARTICLE 1 PURPOSE AND ADOPTION OF THE PLAN 1.01. Purpose. The purpose of the BT Brands, Inc. 2019 Incentive Plan (as amended from time to time, the “Plan”) is to assist in attracting and retaining highly competent employees, directors and consultants to act as an incentive in motivating selected employees, directors and consultants of BT Brands, In

As filed with the Securities and Exchange Commission on October 18, 2019

As filed with the Securities and Exchange Commission on October 18, 2019 Registration Statement No.

LETTER

September 9, 2019 Gary Copperud Chief Executive Officer BT Brands, Inc. 2405 Maine Avenue West, Suite 2D West Fargo, ND 58078 Re: BT Brands, Inc. Registration Statement on Form S-1 Filed August 13, 2019 FIle No. 333-233233 Dear Mr. Copperud: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may

Form of Registration Rights Agreement, dated July 31, 2019, by and between the registrant and certain stockholders.

EXHIBIT 10.5 BURGER TIME, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 31, 2018, is made and entered into by and between Burger Time, Inc., a Delaware corporation (the ?Company?), and each individual identified on the signature page hereto (each a ?Holder? and collectively the ?Holders,? which such terms also shall include any transfere

Amended and Restated Certificate of Incorporation.

EXHIBIT 3.1

Form of Placement Agent Agreement between the registrant and Maxim Group, LLC in connection with the 2018 Private Placement of Securities.

EXHIBIT 10.4

Subsidiaries of the Registrant

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT BTND, LLC, a Colorado limited liability company. BTND IN, LLC, an Indiana limited liability company. BTNDMO, LLC, a Colorado limited liability company. BTNDDQ, LLC, a Minnesota limited liability company.

As filed with the Securities and Exchange Commission on August 13, 2019

As filed with the Securities and Exchange Commission on August 13, 2019 Registration Statement No.

Distribution Agreement between Sysco Western Minnesota, Inc. and Sysco Cincinnati, Inc. and BTND, LLC dated June 3, 2018.

EXHIBIT 10.8

Assignment of Dairy Queen Operating Agreement by Weyer Investments Ltd. to BTNDDQ, LLC, including consent of American Dairy Queen Corporation

EXHIBIT 10.7

Share Exchange Agreement dated July 31, 2018 by and among Burger Time, Inc., BTND, LLC, Maxim Partners, LLC, Dayspring Capital, LLC, Gary Copperud, Sally Copperud, Jeffrey Zinnecker, Samuel Vandeputte, the Trost Family Trust, the Katelyn J. Copperud Trust, and the Blake W. Copperud Trust.

EX-10.1 8 ex101.htm SHARE EXCHANGE AGREEMENT EXHIBIT 10.1 SHARE EXCHANGE AGREEMENT This SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of July 30, 2018, by and among (i) Burger Time, Inc., a Delaware corporation (“Burger Time”), (ii) BTND, LLC, a Colorado limited liability company (“BTND”), (iii) Maxim Partners, LLC, a Delaware limited liability company (“Maxim”), (iv) Kar

Amended and Restated Bylaws.

EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF BT BRANDS, INC. Incorporated under the Laws of the State of Delaware Date of Adoption: June 13, 2019 ARTICLE I OFFICES AND RECORDS Section 1.01. Registered Office. The registered office of BT Brands, Inc. (the “Corporation”) in the State of Delaware shall be as set forth in the Certificate of Incorporation of the Corporation, as it may be amended, restate

Specimen stock certificate evidencing shares of common stock.

EXHIBIT 4.1

Form of Warrant issued to investors in the 2018 Private Placement of Securities.

EXHIBIT 4.2 FORM OF WARRANT BURGER TIME, INC. WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND

Form of Securities Purchase Agreement, dated July 31, 2018, by and between the registrant and the investors in connection with the 2018 Private Placement of Securities.

EXHIBIT 10.2 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this ?Agreement?), dated as of , 2017, is by and between Burger Time, Inc., a Delaware corporation (the ?Company?) and the undersigned purchasers (each, a ?Purchaser? and, collectively, the ?Purchasers?). WHEREAS, the Company and each Purchaser are executing and delivering this Agreement in reliance upon an exemption fr

Form of Placement Agent Warrant issued to Maxim Group, LLC in connection with the 2018 Private Placement of Securities.

EXHIBIT 4.3 FORM OF WARRANT BURGER TIME, INC. WARRANT THIS WARRANT AND THE SECURITIES ISSUABLE UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT’), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY ONLY BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. THIS WARRANT AND

Operating Agreement dated October 15, 1974 between American Dairy Queen Corporation and William N. Empey.

EXHIBIT 10.6

Promissory Note dated July 1, 2019 in the principal amount of $225,000 made by the registrant in favor of BTND Trading. LLC

EXHIBIT 10.9 PROMISSORY NOTE Amount: $225,000.00 July 1, 2019 FOR VALUE RECEIVED, Burger Time, Inc., a corporation organized and existing under the laws of State of Delaware, with offices at 405 Main Avenue West, West Fargo, ND 58078 (the ?Company?), promises to pay to the order of BTND Trading, LLC, a Colorado limited liability company, having an address at 1540 Main Street, #218, Windsor, CO 805

Form of Registration Rights Agreement, dated July 31, 2018, by and between the registrant and the investors in connection with the 2018 Private Placement of Securities.

EXHIBIT 10.3 BURGER TIME, INC. REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2018, is made and entered into by and between Burger Time, Inc., a Delaware corporation (the “Company”), and each of the purchasers set forth on the signature pages hereto (the “Purchasers”). WHEREAS, in connection with the Securities Purchase Agreement of even d