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): May 26, 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.) |
30 N Gould St Ste 12358, Sheridan, WY |
| 82801 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (307) 264-5057
10501 Wayzata Blvd South, Suite 102
Minnetonka, MN
(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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective May 26, 2026, Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer of BT Brands, Inc. (the “Company”). At the time of his resignation, Mr. Brimmer also served as the Company’s principal financial officer and principal accounting officer.
Mr. Brimmer’s resignation was not the result of any disagreement with the Company, its management, the Board of Directors, or any committee of the Board of Directors on any matter relating to the Company’s operations, policies, practices, financial reporting, or accounting matters.
The Company has not yet appointed a successor Chief Financial Officer, principal financial officer, or principal accounting officer. The Company will disclose the appointment of any successor or interim officer in accordance with applicable SEC rules.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. | Description | |
104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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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. |
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Dated: May 29, 2026 | By: | /s/ Gary Copperud |
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| Gary Copperud |
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| Chief Executive Officer |
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