UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 6, 2026
BT BRANDS, INC. |
(Exact name of registrant as specified in its charter) |
Wyoming |
| 000-56113 |
| 91-1495764 |
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification No.) |
10501 Wayzata Blvd South, Suite 102, Minnetonka, MN |
| 55305 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (307) 274-3055
____________________________________________
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Common Stock |
| BTBD |
| Nasdaq Capital Market |
Warrants |
| BTBDW |
| Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
BT Brands, Inc. (the “Company”) is filing the consent of its independent registered public accounting firm to the incorporation by reference in the Company’s Registration Statement on Form S-3 of its report dated March 30, 2026, with respect to the consolidated financial statements of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2025. Such consent also covers the reference to such firm under the heading “Experts” in the Registration Statement on Form S-3.
The consent is attached hereto as Exhibit 23.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
| Description |
|
|
|
| ||
|
|
|
104 |
| Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BT BRANDS, INC. |
| |
|
|
|
|
Dated: April 6, 2026 | By: | /s/ Gary Copperud |
|
|
| Gary Copperud |
|
|
| Chief Executive Officer |
|
| 3 |