BT Brands(BTBD) - 2026 Q2 - Quarterly Report

Front Matter This section provides an overview of the company's filing information and cautionary statements regarding forward-looking statements and associated risks Filing Information This section details the company's 10-Q quarterly report filing with the SEC for the period ended June 29, 2025, identifying BT Brands, Inc. as a non-accelerated and smaller reporting company with 6,154,724 common shares outstanding as of August 15, 2025 - BT Brands, Inc. filed its 10-Q quarterly report for the period ended June 29, 2025[2] Registrant Status | Status | Value | |:---|:---| | Filing Type | Quarterly Report (10-Q) | | Period End Date | June 29, 2025 | | Commission File Number | 333-233233 | | Registrant Name | BT BRANDS, INC. | | State of Incorporation | Wyoming | | Principal Executive Offices | Minnetonka, Minnesota | | Telephone Number | (307) 274-3055 | | Registered Securities | Common Stock ($0.002/share, BTBD NASDAQ); Common Stock Warrants (BTBDW NASDAQ) | | All Reports Filed (13/15(d)) | Yes | | Interactive Data File Submitted | Yes | | Filer Status | Non-accelerated Filer, Smaller Reporting Company | | Shell Company | No | | Common Shares Outstanding (August 15, 2025) | 6,154,724 shares | Cautionary Statement Regarding Risks and Uncertainties This section clarifies the nature of forward-looking statements in the report, emphasizing that actual results may differ materially due to various risks and uncertainties, and the company disclaims any obligation to update these statements unless legally required - Forward-looking statements involve risks and uncertainties, and actual results may differ materially from expectations[7][8] - Key risk factors include capital availability, challenges in executing growth strategies (especially acquisitions), hiring and retaining employees, supply disruptions, negative publicity, competition from better-resourced rivals, changes in economic conditions, and the impact of government laws and regulations[8] - The company assumes no obligation to publicly update or revise any forward-looking statements unless required by law[9][11] PART I—FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures ITEM 1. CONDENSED FINANCIAL STATEMENTS (unaudited) This section presents BT Brands, Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, shareholders' equity, and cash flows, along with detailed notes on accounting policies and specific financial items CONDENSED CONSOLIDATED BALANCE SHEETS Total assets decreased from $11.99 million to $11.21 million as of June 29, 2025, primarily due to reductions in cash and cash equivalents and net property, equipment, and leasehold improvements Condensed Consolidated Balance Sheets Highlights | Metric | June 29, 2025 | December 29, 2024 | Change | |:---|:---|:---|:---| | Assets | | | | | Cash and Cash Equivalents | $560,068 | $1,951,415 | $(1,391,347) | | Marketable Securities | $2,970,284 | $2,319,555 | $650,729 | | Total Current Assets | $5,553,017 | $5,119,404 | $433,613 | | Net Property, Equipment, and Leasehold Improvements | $2,728,924 | $3,343,340 | $(614,416) | | Total Assets | $11,216,271 | $11,996,797 | $(780,526) | | Liabilities | | | | | Total Current Liabilities | $1,189,451 | $1,442,935 | $(253,484) | | Total Liabilities | $4,432,127 | $5,031,570 | $(599,443) | | Shareholders' Equity | | | | | Total Shareholders' Equity | $6,784,144 | $6,965,227 | $(181,083) | CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the 26 weeks ended June 29, 2025, the company reported a net loss of $(274,818), an improvement from the prior year's $(515,652) net loss, despite a 4.0% sales decrease Condensed Consolidated Statements of Operations Highlights | Metric | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Sales | $7,010,763 | $7,300,786 | $3,779,690 | $4,110,639 | | Total Costs and Expenses | $7,378,080 | $8,120,158 | $3,854,811 | $4,299,182 | | Operating Loss | $(367,317) | $(819,372) | $(75,121) | $(188,543) | | Net Income (Loss) | $(274,818) | $(515,652) | $55,031 | $(69,952) | | Net Income (Loss) Per Common Share - Basic and Diluted | $(0.04) | $(0.08) | $0.01 | $(0.01) | CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY Total shareholders' equity decreased from $6,965,227 to $6,784,144 as of June 29, 2025, primarily due to a net loss of $274,818 for the 26-week period, partially offset by stock-based compensation Changes in Shareholders' Equity (26 Weeks) | Metric | December 29, 2024 | June 29, 2025 | Change | |:---|:---|:---|:---| | Total Shareholders' Equity | $6,965,227 | $6,784,144 | $(181,083) | | Stock-Based Compensation | - | $93,735 | $93,735 | | Net Loss | - | $(274,818) | $(274,818) | CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS Operating activities generated $77,623 in cash for the 26 weeks ended June 29, 2025, a significant improvement from the prior year's cash used in operations, while investing activities used $1,375,045 Condensed Consolidated Statements of Cash Flows Highlights | Metric | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | |:---|:---|:---| | Net Cash Provided by (Used in) Operating Activities | $77,623 | $(326,369) | | Net Cash Used in Investing Activities | $(1,375,045) | $(956,384) | | Net Cash Used in Financing Activities | $(93,925) | $(282,384) | | Change in Cash and Cash Equivalents | $(1,391,347) | $(1,565,137) | | Cash and Cash Equivalents, End of Period | $560,068 | $3,735,309 | NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS These notes provide detailed explanations of accounting policies and specific financial statement items, covering presentation basis, estimates, company operations, fiscal periods, and classifications of assets, liabilities, equity, and related party transactions NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This note details the basis of presentation for the unaudited condensed consolidated financial statements, outlining the company's diverse restaurant operations, investments, and accounting policies for various financial instruments and assets - The company operates a diversified portfolio of restaurants, including Keegan's Seafood Grille, Pie In The Sky Coffee and Bakery, Schnitzel Haus, and six Burger Time fast-food locations, also holding a 40.7% equity investment in Bagger Dave's Burger Tavern, Inc[31][32][34] - The company closed its Village Bier Garten restaurant in January 2025 and ceased operations at the Ham Lake, Minnesota Burger Time location in February 2025, with another Burger Time in Minot, North Dakota, permanently closing in July 2025[34][53] - Inventory includes $292,372 of Disney-licensed water bottles related to the NGI Corporation investment, expected to be sold in the second half of 2025[36][49] Fair Value of Investments (June 29, 2025) | Asset Type | Carrying Value | Level 1 (Fair Value) | Level 3 (Fair Value) | |:---|:---|:---|:---| | Common Stock | $2,754,784 | $2,754,784 | - | | Real Estate Investment Trusts | $215,500 | $215,500 | - | | Related Party Convertible Note Receivable | $333,136 | - | $333,136 | | Total | $3,303,420 | $2,970,284 | $333,136 | - As of June 29, 2025, a valuation allowance of approximately $633,000 has been recorded, reducing the net deferred tax asset to zero due to uncertainty regarding future realization[56] NOTE 2 – INTANGIBLE ASSETS Net intangible assets, primarily non-compete agreements and trade names, decreased from $367,799 to $331,708 as of June 29, 2025, reflecting ongoing amortization and impairment charges from 2024 Net Intangible Assets | Asset Type | June 29, 2025 (Net Book Value) | December 29, 2024 (Net Book Value) | |:---|:---|:---| | Non-Compete Agreements | $62,338 | $94,865 | | Trade Names | $269,370 | $322,012 | | Impairment Charges | - | $(49,078) | | Total Net Intangible Assets | $331,708 | $367,799 | - Total intangible asset amortization expense for the 26 weeks of 2025 was $36,091, lower than $63,950 in 2024[60] NOTE 3 – PROPERTY AND EQUIPMENT Net property and equipment decreased from $3,343,340 to $2,728,924 as of June 29, 2025, mainly due to increased accumulated depreciation and property held for sale, including the Richmond property sold in August 2025 Net Property and Equipment | Metric | June 29, 2025 | December 29, 2024 | |:---|:---|:---| | Total Property and Equipment (at cost) | $6,997,852 | $7,500,548 | | Accumulated Depreciation | $(3,586,034) | $(3,575,663) | | Net Property and Equipment (before held for sale/impairment) | $3,411,818 | $3,924,885 | | Less: Property Held for Sale | $(682,894) | $(258,751) | | Less: Impairment Charges | - | $(322,794) | | Net Property and Equipment | $2,728,924 | $3,343,340 | - Depreciation expense for the 26 weeks of 2025 was $265,029, slightly lower than $267,943 in 2024[62] NOTE 4 - ACCRUED EXPENSES Total accrued expenses slightly increased from $371,356 to $377,034 as of June 29, 2025, driven by higher accrued payroll and sales tax, partially offset by reductions in accrued property taxes and gift card liabilities Accrued Expenses | Accrued Item | June 29, 2025 | December 29, 2024 | |:---|:---|:---| | Accrued Property Taxes | $23,173 | $46,401 | | Accrued Payroll | $215,177 | $177,275 | | Accrued Payroll Taxes | $2,304 | $6,851 | | Sales Tax Payable | $88,460 | $57,706 | | Accrued Vacation Pay | $2,423 | $17,663 | | Gift Card Liability | $28,729 | $38,425 | | Other Accrued Expenses | $16,768 | $27,035 | | Total Accrued Expenses | $377,034 | $371,356 | NOTE 5 - LONG-TERM DEBT The company's long-term debt, primarily bank notes secured by seven properties, decreased from $2,091,335 to $1,992,334 as of June 29, 2025, reflecting ongoing principal repayments Long-Term Debt | Metric | June 29, 2025 | December 29, 2024 | |:---|:---|:---| | Bank Notes Payable | $2,213,218 | $2,307,143 | | Less: Unamortized Debt Issuance Costs | $(29,449) | $(30,799) | | Current Portion | $(191,435) | $(185,009) | | Long-Term Debt, Less Current Portion | $1,992,334 | $2,091,335 | NOTE 6 - STOCK-BASED COMPENSATION Stock-based compensation expense for the 26 weeks of 2025 was $93,735, lower than $110,000 in 2024, with 324,250 options outstanding at a weighted-average exercise price of $2.56 as of June 29, 2025 Stock-Based Compensation Expense | Period | 2025 (26 Weeks) | 2024 (26 Weeks) | |:---|:---|:---| | Total Stock-Based Compensation Expense | $93,735 | $110,000 | Stock Options Outstanding | Metric | June 29, 2025 | |:---|:---| | Number of Options Outstanding | 324,250 | | Weighted-Average Exercise Price | $2.56 | | Weighted-Average Remaining Term | 6.3 Years | | Number of Exercisable Options | 220,408 | | Weighted-Average Exercise Price of Exercisable Options | $2.60 | - The company anticipates remaining stock-based compensation expense of $12,000 for 2025 and $41,000 for 2026[70] - Remaining expense related to contingent incentive share awards for senior management is $36,000, expected to be recognized in 2025[73] NOTE 7 – LEASES The company has operating lease obligations for its restaurants, with total future minimum lease payments of $1,619,551 as of June 29, 2025, and total operating lease expense of approximately $147,000 for the 26 weeks of 2025 Future Minimum Lease Payments (as of June 29, 2025) | Period | Amount | |:---|:---| | Remainder of 2025 | $125,440 | | 2026 | $267,996 | | 2027 | $220,251 | | 2028 | $222,507 | | 2029 | $225,193 | | 2030 and Thereafter | $558,164 | | Total Future Minimum Lease Payments | $1,619,551 | | Less: Interest | $(189,602) | | Present Value of Lease Obligations | $1,436,949 | Operating Lease Expense | Period | 2025 (26 Weeks) | 2024 (26 Weeks) | |:---|:---|:---| | Total Operating Lease Expense | $147,000 | $155,000 | | Cash Paid for Leases | $141,000 | $146,000 | | Variable Lease Expense | $20,000 | $26,000 | NOTE 8 – SHAREHOLDERS' EQUITY The company authorized a stock repurchase program in June 2024 for up to 625,000 shares, with 306,394 shares repurchased by December 29, 2024, and no repurchases in the first half of 2025 - The 2024 stock repurchase program authorized up to 625,000 shares; 306,394 shares were repurchased by December 29, 2024, with 533,606 shares remaining available for repurchase, and no repurchases occurred in the first half of 2025[82] - BT Brands entered into an equity distribution agreement with Maxim Group LLC to sell up to $3,005,000 of common stock through an 'at-the-market offering program,' with Maxim receiving a 3% commission[83] NOTE 9 - RELATED PARTY TRANSACTION As of June 29, 2025, BT Brands' total investment in related party NGI Corporation was $996,357, comprising notes receivable, senior secured promissory notes, and equity investments, plus $292,372 in Disney-licensed water bottle inventory Investment in NGI Corporation (June 29, 2025) | Investment Type | Amount | |:---|:---| | Note Receivable (15% interest, PIK, convertible to Series B Preferred Stock/Warrants) | $333,136 | | Senior Secured Promissory Note (12% interest) | $359,221 | | Equity Investment (Common Stock and Warrants) | $304,000 | | Total Investment in NGI | $996,357 | | Disney Licensed Water Bottle Inventory | $292,372 | - Kenneth Brimmer, BT Brands' Chief Operating Officer, serves as a board member and Chief Financial Officer of NGI[87] NOTE 10 – CONTINGENCIES The company has not identified any asserted or unasserted claims that could materially impact its financial condition - The company has not identified any asserted or unasserted legal claims that could materially impact its financial condition[88] NOTE 11 – SUBSEQUENT EVENT – RICHMOND SALE On August 13, 2025, the company completed the sale of its Richmond property, previously held for sale, for a total price of $550,000, with an estimated gain of $250,000 to be recognized in the third quarter - The Richmond property was sold on August 13, 2025, for $550,000, with an estimated gain of $250,000 to be recognized in the third quarter[90] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This section provides management's perspective on the company's financial performance, liquidity, and capital resources for the period ended June 29, 2025, highlighting improved profitability despite sales declines through operational efficiencies and cost management Introduction and Business Overview BT Brands operates 16 restaurants, including Burger Time, Keegan's, Pie In The Sky, Schnitzel Haus, and a 40.7% stake in Bagger Dave's, focusing on the drive-thru and takeout segments with a value-driven, limited menu strategy - BT Brands operates 16 restaurants, including Burger Time, Keegan's, Pie In The Sky, Schnitzel Haus, and holds a 40.7% equity stake in Bagger Dave's[92][97] - Burger Time's strategy focuses on the drive-thru and takeout market, offering high-value, limited menus for quality and quick service[92] - Average customer transaction value at Burger Time restaurants remained around $15.00 during the first half of 2025[93] Notable Recent Events and Material Trends The company closed two underperforming stores in early 2025, which had contributed $935,000 in revenue and $213,000 in operating losses in the prior year, while facing industry trends of labor shortages, cost inflation, and increased technology adoption by competitors - Village Bier Garden and Ham Lake Burger Time locations closed in early 2025, contributing $935,000 in revenue and $213,000 in operating losses in the prior 26-week period[95] - Key industry trends include labor shortages, rapid input cost inflation, and increased competition from technology-driven food delivery and loyalty programs[96] Results of Operations for the Thirteen Weeks Ended June 29, 2025, and the Thirteen Weeks Ended June 30, 2024 Net sales decreased by 8.1% to $3.78 million for the 13 weeks ended June 29, 2025, but the company achieved a net profit of $55,031, a significant improvement from the prior year's net loss, driven by operational efficiencies and a restaurant-level EBITDA margin increase to 16.9% 13-Week Financial Performance Summary | Metric | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | Change (Amount) | Change (%) | |:---|:---|:---|:---|:---| | Net Sales | $3,779,690 | $4,110,639 | $(330,949) | -8.1% | | Total Costs and Expenses | $3,854,811 | $4,299,182 | $(444,371) | -10.3% | | Operating Loss | $(75,121) | $(188,543) | $113,422 | 60.2% (Improvement) | | Net Income (Loss) | $55,031 | $(69,952) | $124,983 | N/A (Turned Profitable) | | Restaurant-Level EBITDA Margin | 16.9% | -10.6% | 27.5 Percentage Points | N/A | 13-Week Cost and Expense Breakdown (as % of Sales) | Expense Category | 13 Weeks Ended June 29, 2025 (% of Sales) | 13 Weeks Ended June 30, 2024 (% of Sales) | |:---|:---|:---| | Food and Paper Costs | 33.1% | 38.1% | | Labor Costs | 36.4% | 37.7% | | Occupancy Costs | 8.0% | 8.4% | | Other Operating Expenses | 6.7% | 5.2% | | Depreciation and Amortization | 3.8% | 4.2% | | General and Administrative Expenses | 14.1% | 11.1% | - Food and paper costs as a percentage of sales decreased to 33.1% (from 38.1%) due to menu price increases, menu adjustments at BTND (including hand-cut fries), and cost-cutting measures across all locations[106] - Labor costs as a percentage of sales decreased to 36.4% (from 37.7%) due to enhanced labor cost controls and the closure of Village Bier Garten[107] - General and administrative expenses as a percentage of sales increased to 14.1% (from 11.1%), partly due to consulting fees for company-wide cost control initiatives[111] Results of Operations – Twenty-Six Weeks Ended June 29, 2025 Compared to Twenty-Six Weeks Ended June 30, 2024 Net sales decreased by 4.0% to $7.01 million for the 26 weeks ended June 29, 2025, primarily due to two store closures, but net loss significantly improved to $(274,818) from $(515,652) in the prior year, reflecting substantial reductions in total costs and expenses 26-Week Financial Performance Summary | Metric | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | Change (Amount) | Change (%) | |:---|:---|:---|:---|:---| | Net Sales | $7,010,763 | $7,300,786 | $(290,023) | -4.0% | | Total Costs and Expenses | $7,378,080 | $8,120,158 | $(742,078) | -9.1% | | Operating Loss | $(367,317) | $(819,372) | $452,055 | 55.2% (Improvement) | | Net Loss | $(274,818) | $(515,652) | $240,834 | 46.7% (Reduction) | 26-Week Cost and Expense Breakdown (as % of Sales) | Expense Category | 26 Weeks Ended June 29, 2025 (% of Sales) | 26 Weeks Ended June 30, 2024 (% of Sales) | |:---|:---|:---| | Food and Paper Costs | 34.9% | 39.0% | | Labor Costs | 37.0% | 40.2% | | Occupancy Costs | 8.7% | 9.3% | | Other Operating Expenses | 6.3% | 5.7% | | Depreciation and Amortization | 4.3% | 4.5% | | General and Administrative Expenses | 14.0% | 12.5% | - Average sales for Burger Time locations open in both 26-week periods decreased from $465,000 in 2024 to $448,000 in 2025[117] - Realized gains on investments significantly increased to $174,064 in 2025, compared to $29,562 in 2024[128] Restaurant-Level EBITDA Restaurant-level EBITDA, a non-GAAP measure, showed significant improvement for both 13-week and 26-week periods, reaching $600,661 (15.9% of revenue) and $915,894 (13.1% of revenue) respectively, reflecting stronger operational performance and cost control Restaurant-Level EBITDA | Metric | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | |:---|:---|:---|:---|:---| | Revenue | $7,010,763 | $7,300,786 | $3,779,690 | $4,110,639 | | Operating Loss | $(367,317) | $(819,372) | $(75,121) | $(188,543) | | Depreciation and Amortization | $301,120 | $331,893 | $144,725 | $171,351 | | General and Administrative Expenses, Corporate-Level Expenses | $982,091 | $909,420 | $531,057 | $454,805 | | Restaurant-Level EBITDA | $915,894 | $421,941 | $600,661 | $437,613 | | Restaurant-Level EBITDA Margin | 13.1% | 5.8% | 15.9% | 10.6% | - The significant improvement in restaurant-level EBITDA is attributed to better labor and cost controls, selective menu price increases, and improved operating unit efficiencies[127] Liquidity and Capital Resources As of June 29, 2025, the company held $3.5 million in cash, cash equivalents, and marketable securities, with net working capital increasing by $627,000 to $4.4 million, partly due to a $424,000 increase in assets held for sale Liquidity Metrics | Metric | June 29, 2025 | December 29, 2024 | Change | |:---|:---|:---|:---| | Cash, Cash Equivalents, and Marketable Securities | $3.5 million | N/A | N/A | | Net Working Capital | $4.4 million | $3.773 million (Inferred from $0.627 million increase) | $627,000 | | Increase in Assets Held for Sale | $424,000 | N/A | N/A | - Loans to NGI Corporation and the purchase of Disney water bottle inventory reduced cash and investments on hand[132] Summary of Cash Flows For the 26 weeks ended June 29, 2025, operating activities generated $77,623 in cash, while investing activities used $1,375,045, primarily for advances to NGI Corporation and Disney water bottle inventory purchases, and financing activities used $93,925 for debt repayments - Operating activities generated $77,623 in cash for the 26 weeks ended June 29, 2025, an improvement from the prior period[134] - Investing activities included $572,357 in advances to NGI Corporation and $292,372 for Disney water bottle inventory purchases[135] - Cash used in financing activities was primarily for debt repayments[136] Contractual Obligations As of June 29, 2025, the company had $3.6 million in contractual obligations, including $2.2 million in mortgage debt and $1.4 million in operating lease obligations, with monthly payments of approximately $36,000 Contractual Obligations (as of June 29, 2025) | Obligation Type | Amount | |:---|:---| | Total Contractual Obligations | $3.6 million | | Mortgage Debt | $2.2 million | | Operating Lease Obligations | $1.4 million | | Monthly Required Payments (Lease and Mortgage) | Approximately $36,000 | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK As a smaller reporting company, BT Brands, Inc. is exempt from providing quantitative and qualitative disclosures about market risk and has elected to comply with simplified reporting obligations - As a smaller reporting company, BT Brands is exempt from providing quantitative and qualitative disclosures about market risk[138] ITEM 4. CONTROLS AND PROCEDURES As of June 29, 2025, the company's disclosure controls and procedures were deemed ineffective due to a material weakness in internal control over financial reporting, which the company is addressing by engaging a third-party accounting service Evaluation of Disclosure Controls and Procedures The CEO and CFO concluded that disclosure controls and procedures were ineffective as of June 29, 2025, primarily due to a material weakness in internal control over financial reporting identified in the prior fiscal year - Disclosure controls and procedures were deemed ineffective as of June 29, 2025, due to a material weakness in internal control over financial reporting[140] Changes in Internal Control over Financial Reporting During the second quarter, the company engaged a third-party accounting service to manage accounts payable and payroll activities and prepare preliminary financial statements, aiming to enhance segregation of duties and improve internal controls - The company engaged a third-party accounting service to manage accounts payable and payroll and prepare preliminary financial statements to enhance segregation of duties[141] - The company is considering using external consultants to assist with accounting for significant acquisitions[141] PART II—OTHER INFORMATION This part covers legal proceedings, risk factors, unregistered equity sales, defaults, mine safety, other information, exhibits, and signatures ITEM 1. LEGAL PROCEEDINGS The company is not currently involved in any material pending legal proceedings and has not identified any threatened or anticipated litigation that could significantly impact its financial condition - The company is not currently facing any material pending or threatened legal proceedings[143] ITEM 1A. RISK FACTORS As a smaller reporting company, BT Brands, Inc. is exempt from providing the information typically required under this item and has elected to comply with simplified disclosure reporting obligations - As a smaller reporting company, BT Brands is exempt from providing specific risk factor disclosures under Item 1A[144] [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=21&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECU RITIES%20AND%20USE%20OF%20PROCEEDS) The company has not sold any unregistered equity securities since its last annual report, and proceeds from the November 2021 public offering were used for general working capital and various restaurant and equity acquisitions - The company has not sold any unregistered equity securities since its last annual report (Form 10-K)[145] - Proceeds from the November 2021 public offering were used for general working capital and acquisitions, including Keegan's Seafood Grille ($1,150,000), Pie in the Sky Bakery and Coffee Shop ($1,160,000), a 40.7% equity stake in Bagger Dave's ($1,390,000), and Schnitzel Haus ($943,000)[146] ITEM 3. DEFAULTS UPON SENIOR SECURITIES The company has not reported any defaults upon senior securities - No defaults upon senior securities have been reported[147] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to the company - Mine safety disclosures are not applicable to the company[148] ITEM 5. OTHER INFORMATION No other information is reported under this item - No other information is reported under this item[149] ITEM 6. EXHIBITS This section lists exhibits filed with the 10-Q form, including agreements, certifications (302 and 906), and XBRL-related documents - Exhibits include agreements with NGI Corporation, CEO and CFO certifications (302 and 906), and Inline XBRL documents[149] SIGNATURES This report was signed by Kenneth Brimmer, Chief Operating Officer and Chief Financial Officer, on behalf of BT Brands, Inc. on August 19, 2025 - This report was signed by Kenneth Brimmer, Chief Operating Officer and Chief Financial Officer, on August 19, 2025[153]