BT Brands, Inc.
For the period ended Dec 28, 2025. Filed Mar 30, 2026.
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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.
FY2025 · Filed Mar 30, 2026
BTBD$1.56-4.6%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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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 |
| 1.2 | Equity Distribution Agreement, dated as of December 13, 2025, by and between BT Brands, Inc. and Maxim Group LLC, incorporated by reference to Exhibit 1.2 to the Form S-3 filed with the Securities and Exchange Commission on December 16, 2024. |
| 3.1 | 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. |
| 3.1(a) | Amendment to Articles of Incorporation, incorporated by reference to Appendix A to the Form S-3 filed with the Securities and Exchange Commission on December 16, 2024. |
| 3.2 | Bylaws, incorporated by reference to Appendix C to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on October 21, 2020. |
| 4.1 | Specimen stock certificate evidencing shares of common stock, incorporated by reference to Exhibit 4.1 to the Form S-1 filed with the Securities and Exchange Commission on August 13, 2019. |
| 4.2 | Form of Global Warrant (Annex A to the Form of Warrant Agreement filed as Exhibit 4.3 below) |
| 4.3 | Form of Warrant Agreement by and between the Company and Continental Stock Transfer & Trust Company, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the Securities and Exchange Commission on October 15, 2021. |
| 4.4 | Form of Representative’s Purchase Warrant, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the Securities and Exchange Commission on October 15, 2021. |
| 4.5 | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.5 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29 2024, filed with the Securities and Exchange commission on March 31, 2025. |
| 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, incorporated by reference to Exhibit 10.1 to the Form S-1 filed with the Securities and Exchange Commission on August 13, 2019. |
| 10.02 | 2019 Incentive Plan and award agreements thereunder, incorporated by reference to Exhibit 10.10 to the Form S-1 filed with the Securities and Exchange Commission on October 18, 2019. |
| 10.03 | Purchase Agreement dated March 2, 2022, by and between BT Brands, Inc. and Keegan’s Seafood Grille, Inc., incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022. |
| 10.04 | 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, incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 8, 2022. |
| 10.05 | Purchase Agreement dated May 11, 2022, by and between BT Brands, Inc., Pie in the Sky and Erik Gura, the owner of the assets, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. |
| 10.06 | 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, incorporated by reference to Exhibit 99.2 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 19, 2022. |
| 10.07 | Employment Agreement dated as of July 7, 2022, by and between Gary Copperud and the Registrant, incorporated by reference to Exhibit 10.16 to the Form 10-K filed with the Securities and Exchange Commission on April 18, 2023. |
| 10.09 | Stock Purchase Agreement dated June 2, 2022, by and among BT Brands, Inc., as purchaser, and Michael Ansley, Manitou Blue LLC, Thomas M. Ansley Custodian Madison Ansley UGMA MI Thomas M. Ansley Custodian Mary-Kate Ansley UGMA MI, and Thomas M. Ansley Custodian David Ansley UGMA MI, as sellers, incorporated by reference to Exhibit 99.1 of the Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2022 |
| 10.10 | 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, incorporated by reference to Exhibit 99.1 to the Form 8-K filed with the Securities and Exchange Commission on August 11, 2022. |
| 10.11 | 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, incorporated by reference to Exhibit 99.2 to the Form 8-K filed with the Securities and Exchange Commission on August 11, 2022. |
| 10.12 | Business Asset Purchase Agreement dated May 13, 2025, by and between 1519 BT LLC and LC Food Concepts LLC, incorporated by reference to Exhibit 99.1 to the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. |
| 10.13 | Assignment and Assumption of Lease dated May 13, 2025, by and between LC Food Concepts, LLC and 1519BT, LLC, incorporated by reference to Exhibit 99.2 to the Form 10-Q filed with the Securities and Exchange Commission on August 14, 2024. |
| 14.1 | 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. |
| 19 | 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. |
| 97 | Clawback Policy, incorporated by reference to Exhibit 97 to the Form 10-K filed with the Securities and Exchange Commission on April 1, 2025. |
| 21.1 | Subsidiaries of the Registrant, filed herewith. |
| 23.1 | Consent of Boulay PLLP. |
| 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, filed herewith. |
| 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, filed herewith. |
| 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, filed herewith. |
| 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, filed herewith. |
| 101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| (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.
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