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.
The BT Brands, Inc. (Nasdaq: BTBD) SEC filings page on Stock Titan provides access to the company’s official regulatory documents, including annual and quarterly reports, current reports, and transaction-related filings. As a multi-brand restaurant operator with Burger Time, Pie In The Sky Coffee and Bakery, Keegan’s Seafood Grille, and Schnitzel Haus, as well as a significant equity interest in Bagger Dave’s Burger Tavern, BT Brands uses its SEC reports to present detailed financial and operational information.
In Forms 10-K and 10-Q, BT Brands discloses restaurant sales, cost components such as food and paper, labor, occupancy, and other operating expenses, along with restaurant-level adjusted EBITDA, net income or loss, and its equity in the net loss of Bagger Dave’s. Balance sheet information covers cash and cash equivalents, marketable securities, property and equipment, lease obligations, debt, and shareholders’ equity. These filings help investors analyze how the company’s Burger Time and other restaurant concepts contribute to overall performance.
Current reports on Form 8-K capture material events, including the Equity Distribution Agreement and its amendment for at-the-market offerings with Maxim Group LLC, as well as disclosures related to the definitive merger agreement with Aero Velocity Inc. and planned spin-off of BT Brands’ restaurant operations into BT Group, Inc. Filings also include notices such as Form 12b-25, where BT Brands explained a brief delay in filing a Form 10-Q due to timing of third-party financial information.
On Stock Titan, these SEC filings are updated in near real time from EDGAR, and AI-powered summaries can help explain complex sections, highlight key metrics, and point out items such as equity-method results from Bagger Dave’s, capital-raising activity under the at-the-market program, and progress on the Aero Velocity merger. Users can review 10-K and 10-Q reports, 8-K event disclosures, and other documents to understand BT Brands’ financial condition, strategic transactions, and regulatory history.
BT Brands, Inc. filed a current report to note that it obtained and filed the consent of its independent registered public accounting firm for use in a Registration Statement on Form S-3. The consent, dated March 30, 2026, allows the firm’s audit report on the company’s consolidated financial statements for the fiscal year ended December 28, 2025, as included in the Form 10-K, to be incorporated by reference into the Form S-3 and cited under the “Experts” section. The consent is furnished as Exhibit 23.1, alongside Exhibit 104 for the cover page Inline XBRL data.
BT Brands reported a major operating turnaround for the 52 weeks ended December 28, 2025 while advancing its proposed merger with Aero Velocity. Restaurant-level EBITDA rose 138% to $1.7 million, and restaurant-level EBITDA margin improved to 12.4% from 4.9%.
Despite lower sales of $13.5 million versus $14.8 million in 2024, loss from operations narrowed to $(364,585) from $(1.8) million, and net loss improved to $(687,839), or $(0.11) per share. The company ended 2025 with about $4.4 million in cash and marketable securities and recorded a $216,248 charge to write down bottled water inventory.
BT Brands continues to pursue a definitive merger with Aero Velocity, Inc., which is expected to shift the business toward AI-driven analytics and drone-based inspection services. After closing, restaurant assets and liabilities are expected to be distributed to pre-merger shareholders, with the combined company operating as Aero Velocity Inc. on Nasdaq, subject to required approvals and customary conditions.
BT Brands, Inc. files its annual report describing a small multi‑brand restaurant operator that is pursuing a transformative merger with unmanned‑aerial‑vehicle company Aero Velocity Inc. As of December 28, 2025, the company owned and operated nine restaurants across the Midwest, Florida, and Massachusetts and held a 40.7% equity stake in Bagger Dave’s Burger Tavern, Inc.
The Aero transaction would merge Aero into a BT subsidiary and spin off the restaurant operations into a new company, BT Group, Inc. Aero holders would receive Series A‑1 and A‑2 preferred stock with a stated value of $101.1 million, representing about 89% of the merged company on an as‑converted basis, leaving current BT Brands stockholders and its advisor with roughly 11% and a significant loss of voting control.
The spin‑off of BT Group is not expected to be tax‑free for U.S. federal income tax purposes, so stockholders may incur taxable income on receiving BT Group shares. The filing also outlines operating risks in the restaurant business, including competition, labor costs, food safety, seasonality, cybersecurity, litigation, and the impact of economic conditions.
BT Brands’ proposed merger partner Aero Velocity and fellow AeroShield Alliance members are establishing a new Mississippi headquarters to expand their public-sector infrastructure technology platform. The move is intended to speed deployment of AI-driven infrastructure analytics and drone-based data collection for state and local governments.
The initiative centers on a Rural Transportation Resilience Center at Holmes Community College, supported by local leaders and U.S. Senators Cindy Hyde-Smith and Roger Wicker. If U.S. Department of Transportation grants are awarded, the program is expected to fund AI-enabled inspections across more than 70,000 linear miles of Mississippi roads, support workforce training for about 200 residents, and create an additional 100 jobs over three years.
The release also reiterates that BT Brands and Aero Velocity have a definitive merger agreement under which the combined company is expected to be renamed “Aero Velocity Inc.” and listed on the Nasdaq Capital Market, with Mark Hastings as CEO, subject to stockholder approvals and customary closing conditions.
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.