BT Brands Inc
For the period ended Dec 31, 2023. Filed Apr 1, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 1, 2024
BTBD$1.56-4.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
| (a) | (1) | Consolidated Financial Statements |
|---|---|---|
| The financial statements required under this item are included in Item 8 of Part II. | ||
| (2) | Schedules | |
| None. | ||
| (3) | Exhibits |
| ExhibitNumber | Description | Location Reference |
|---|---|---|
| 3.1 | Amended and Restated Certificate of Incorporation. | 1 |
| 3.1(a) | Amendment to Articles of Incorporation | 3 |
| 3.2 | Amended and Restated Bylaws. | 1 |
| 3.2.1 | First Amendment to Amended and Restated Bylaws | 2 |
| 4.1 | Specimen stock certificate evidencing shares of common stock. | 1 |
| 4.2 | Form of Warrant issued to investors in the 2018 Private Placement of Securities. | 1 |
| 4.3 | Form of Placement Agent Warrant issued to Maxim Group, LLC in connection with the 2018 Private Placement of Securities. | 1 |
| 4.4 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934. | * |
| 10.1 | 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. | 1 |
| 10.2 | 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. | 1 |
| 10.3 | 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. | 1 |
| 10.4 | Form of Placement Agent Agreement between the registrant and Maxim Group, LLC in connection with the 2018 Private Placement of Securities. | 1 |
| 10.5 | Form of Registration Rights Agreement, dated July 31, 2019, by and between the registrant and certain stockholders. | 1 |
| 10.6 | Operating Agreement dated October 15, 1974, between American Dairy Queen Corporation and William N. Empey. | 1 |
| 10.7 | Assignment of Dairy Queen Operating Agreement by Weyer Investments Ltd. to BTNDDQ, LLC, including consent of American Dairy Queen Corporation | 1 |
| 10.8 | Distribution Agreement between Sysco Western Minnesota, Inc. and, Sysco Cincinnati, Inc., and BTND, LLC, dated June 3, 2018. | 1 |
| 10.9 | Promissory Note dated July 1, 2019, in the principal amount of $225,000 made by the registrant in favor of BTND Trading. LLC | 1 |
| 10.10 | 2019 Incentive Plan and award agreements thereunder. | 2+ |
| 10.11 | Loan Modification and Extension Agreement dated March 2, 2020, between the registrant and Next Gen Ice, Inc. | 4 |
| 10.12 | Purchase Agreement dated March 2, 2022, by and between BT Brands, Inc. and Keegan’s Seafood Grille, Inc. | 5 |
| 10.13 | 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. | 5 |
| 10.14 | Purchase Agreement dated May 11, 2022, by and between BT Brands, Inc., Pie in the Sky and Erik Gura, the owner of the assets. | 6 |
| 10.15 | 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. | 6 |
| 10.16 | Employment Agreement dated as of July 7, 2022, by and between Gary Copperud and the Registrant | *+ |
| 10.17 | Employment Agreement dated as of July 7, 2022, by and between Kenneth Brimmer and the Registrant | *+ |
| 10.18 | Purchase Agreement dated July 8, 2022, by and between 1519BT, LLC, a wholly owned subsidiary of the registrant, and L. Fagan Enterprises, Inc., as the owner of the assets. | 7 |
| 10.19 | 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. | 7 |
| 21.1 | Subsidiaries of the Registrant | * |
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | * |
| 32.1 | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | * |
| 32.2 | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | * |
| 1 | Incorporated by reference from the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on August 13, 2019. |
| 2 | Incorporated by reference from the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on October 18, 2019. |
| 3 | Incorporated by reference from the Company’s registration statement on Form S-1 filed with the Securities and Exchange Commission on September 17, 2021. |
| 4 | Incorporated by reference from the Company’s annual report on Form 10-K for the fiscal year ended January 2, 2022, as filed with the Securities and Exchange Commission on March 17, 2022. |
| 5 | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022. |
| 6 | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. |
| 7 | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 11, 2022. |
| * | Filed herewith. |
| + | Denotes management contract or compensatory plan or arrangement. |
| (b) | Financial Statement Schedules. |
|---|
No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes thereto.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.