Bt Brands Inc SEC Filings

BT Brands, Inc. is holding its 2026 annual stockholder meeting on June 19, 2026 in Manchester, Vermont to elect four directors for one-year terms. Stockholders of record at the May 29, 2026 record date, when 6,184,724 shares were outstanding, are entitled to one vote per share.

The board has four members, three of whom are independent under Nasdaq rules, and operates audit and compensation committees led by independent directors. In 2025, CEO Gary Copperud earned a $250,000 salary and the COO/CFO earned $150,000, with no bonuses or equity awards.

BT Brands reported a 2025 net loss of $687,839 alongside restaurant-level EBITDA of $1,720,909. The proxy details a related-party investment in NGI Corporation that was fully written down by a $304,000 impairment, and foreclosure on NGI collateral yielding about $574,000 of bottle inventory. The independent auditor, Boulay PLLP, billed $207,000 in 2025 audit fees and $89,530 for other services.

BT Brands, Inc. reported that Kenneth Brimmer resigned as a member of the Board of Directors and as Chief Financial Officer, effective May 26, 2026. He also stepped down as the company’s principal financial officer and principal accounting officer. The company states his resignation was not due to any disagreement regarding operations, policies, practices, financial reporting, or accounting matters. A successor CFO, principal financial officer, and principal accounting officer has not yet been appointed, and BT Brands plans to announce any successor or interim officer in a later disclosure.

BT Brands, Inc. reported that Kenneth Brimmer resigned as a member of the Board of Directors and as Chief Financial Officer, effective May 26, 2026. He also stepped down as the company’s principal financial officer and principal accounting officer. The company states his resignation was not due to any disagreement regarding operations, policies, practices, financial reporting, or accounting matters. A successor CFO, principal financial officer, and principal accounting officer has not yet been appointed, and BT Brands plans to announce any successor or interim officer in a later disclosure.

BT Brands, Inc. reported first-quarter 2026 sales of $2.84M, down from $3.23M a year earlier, as Burger Time volumes softened and one unit closed in 2025. Net loss widened to $751,011 from $329,849, driven mainly by an unrealized loss of $435,615 and a realized loss of $79,395 on marketable securities.

Core restaurant operations improved modestly, with loss from operations narrowing to $232,811 and restaurant-level EBITDA at $267,665, or 9.4% of sales. Food and paper costs fell to 33.9% of sales, while labor and occupancy pressures lifted total restaurant operating costs to just over 90% of sales.

As of March 29, 2026, the company owned nine restaurants and held a 40.7% stake in Bagger Dave’s, which generated $218,248 of net income, contributing $9,558 of equity income. Cash and cash equivalents were $1.01M and marketable securities $2.63M, with total assets of $9.98M and shareholders’ equity of $5.68M. Management highlights ongoing Village Bier Garten lease litigation and a post-quarter dispute over the terminated Aero Velocity merger, and confirms disclosure controls remain ineffective due to a material weakness.

BT Brands, Inc. reported first-quarter 2026 sales of $2.84M, down from $3.23M a year earlier, as Burger Time volumes softened and one unit closed in 2025. Net loss widened to $751,011 from $329,849, driven mainly by an unrealized loss of $435,615 and a realized loss of $79,395 on marketable securities.

Core restaurant operations improved modestly, with loss from operations narrowing to $232,811 and restaurant-level EBITDA at $267,665, or 9.4% of sales. Food and paper costs fell to 33.9% of sales, while labor and occupancy pressures lifted total restaurant operating costs to just over 90% of sales.

As of March 29, 2026, the company owned nine restaurants and held a 40.7% stake in Bagger Dave’s, which generated $218,248 of net income, contributing $9,558 of equity income. Cash and cash equivalents were $1.01M and marketable securities $2.63M, with total assets of $9.98M and shareholders’ equity of $5.68M. Management highlights ongoing Village Bier Garten lease litigation and a post-quarter dispute over the terminated Aero Velocity merger, and confirms disclosure controls remain ineffective due to a material weakness.

BT Brands, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 and expects to use the extension period provided by Rule 12b-25 to file the Form 10-Q.

The company cites management and counsel work related to a previously disclosed proposed business combination with Aero Velocity Inc., the effectiveness of a related registration statement, the subsequent termination of the merger agreement, and resulting revisions to transaction-related disclosure and financial review. The registrant also states preliminary results showing a prospective net loss of approximately $750,000 for the quarter versus a prior-period net loss of $330,000, driven primarily by an unrealized loss on marketable securities of approximately $425,000. The amounts are preliminary and subject to completion of quarterly close and review procedures.

BT Brands, Inc. filed a Form 12b-25 notifying the SEC it cannot timely file its Quarterly Report on Form 10-Q for the quarter ended March 29, 2026 and expects to use the extension period provided by Rule 12b-25 to file the Form 10-Q.

The company cites management and counsel work related to a previously disclosed proposed business combination with Aero Velocity Inc., the effectiveness of a related registration statement, the subsequent termination of the merger agreement, and resulting revisions to transaction-related disclosure and financial review. The registrant also states preliminary results showing a prospective net loss of approximately $750,000 for the quarter versus a prior-period net loss of $330,000, driven primarily by an unrealized loss on marketable securities of approximately $425,000. The amounts are preliminary and subject to completion of quarterly close and review procedures.

BT Brands, Inc. terminated its previously announced Agreement and Plan of Merger with Aero Velocity Inc. after the merger agreement’s contractual term expired. The registration statement for the transaction was required to be declared effective by the SEC by April 30, 2026, which did not occur, so the merger ended in accordance with its terms.

The company states it has no remaining agreements or arrangements with Aero Velocity and is no longer pursuing the proposed transaction. Management emphasizes a continued focus on maximizing long-term shareholder value by improving restaurant profitability, strengthening cash flow, and maintaining balance sheet flexibility.

BT Brands, Inc. terminated its previously announced Agreement and Plan of Merger with Aero Velocity Inc. after the merger agreement’s contractual term expired. The registration statement for the transaction was required to be declared effective by the SEC by April 30, 2026, which did not occur, so the merger ended in accordance with its terms.

The company states it has no remaining agreements or arrangements with Aero Velocity and is no longer pursuing the proposed transaction. Management emphasizes a continued focus on maximizing long-term shareholder value by improving restaurant profitability, strengthening cash flow, and maintaining balance sheet flexibility.

BT Brands, Inc. reports that its proposed merger partner, Aero Velocity, has formed a strategic partnership with AC Future to develop a Mobile Drone Launch Vehicle platform for U.S. military and public-sector use. The platform aims to provide a fully mobile, self-contained drone launch, recovery, and command system for contested and infrastructure-limited environments.

The collaboration combines Aero Velocity’s defense-focused unmanned aerial systems with AC Future’s advanced mobility and smart platform engineering. It supports missions such as intelligence, surveillance and reconnaissance, electronic warfare, logistics resupply, and emergency response, and fits into Aero Velocity’s broader AeroShield Alliance strategy. BT Brands also reiterates that it has a definitive merger agreement with Aero Velocity, with the combined company expected to operate as “Aero Velocity Inc.” after closing, subject to stockholder approvals and customary conditions.

BT Brands, Inc. reports that its proposed merger partner, Aero Velocity, has formed a strategic partnership with AC Future to develop a Mobile Drone Launch Vehicle platform for U.S. military and public-sector use. The platform aims to provide a fully mobile, self-contained drone launch, recovery, and command system for contested and infrastructure-limited environments.

The collaboration combines Aero Velocity’s defense-focused unmanned aerial systems with AC Future’s advanced mobility and smart platform engineering. It supports missions such as intelligence, surveillance and reconnaissance, electronic warfare, logistics resupply, and emergency response, and fits into Aero Velocity’s broader AeroShield Alliance strategy. BT Brands also reiterates that it has a definitive merger agreement with Aero Velocity, with the combined company expected to operate as “Aero Velocity Inc.” after closing, subject to stockholder approvals and customary conditions.

BT Brands, Inc. is proposing a business combination with Aero Velocity, Inc. that would merge Aero into a Pubco subsidiary and rename Pubco “Aero Velocity, Inc.” At the Effective Time, outstanding Aero Stock will convert into an aggregate of 10,110 shares of Pubco Series A‑1 and A‑2 preferred stock and 68,409,284 shares of Pubco common stock issuable upon conversion. Aero stockholders will provide a Concurrent Financing of a minimum of $3.0M and up to $5.0M. Pro forma ownership is estimated at approximately 11% for continuing Pubco stockholders (8.5% after issuance of 1,933,606 shares to Pubco’s financial advisor) and 89% for former Aero stockholders, subject to dilution from the Concurrent Financing. The Special Meeting will vote on the Merger, director slate, equity plan, name change, Nasdaq issuance approval, and possible adjournment. Closing is conditioned on shareholder approvals, Nasdaq listing approval and customary closing conditions; the Merger Agreement terminates if closing does not occur by February 28, 2026 (extended to April 30, 2026 under certain conditions).

BT Brands, Inc. is proposing a business combination with Aero Velocity, Inc. that would merge Aero into a Pubco subsidiary and rename Pubco “Aero Velocity, Inc.” At the Effective Time, outstanding Aero Stock will convert into an aggregate of 10,110 shares of Pubco Series A‑1 and A‑2 preferred stock and 68,409,284 shares of Pubco common stock issuable upon conversion. Aero stockholders will provide a Concurrent Financing of a minimum of $3.0M and up to $5.0M. Pro forma ownership is estimated at approximately 11% for continuing Pubco stockholders (8.5% after issuance of 1,933,606 shares to Pubco’s financial advisor) and 89% for former Aero stockholders, subject to dilution from the Concurrent Financing. The Special Meeting will vote on the Merger, director slate, equity plan, name change, Nasdaq issuance approval, and possible adjournment. Closing is conditioned on shareholder approvals, Nasdaq listing approval and customary closing conditions; the Merger Agreement terminates if closing does not occur by February 28, 2026 (extended to April 30, 2026 under certain conditions).

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, 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, 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.