1 unchanged sentence
Market Information
−Removed: Our common stock began trading on Nasdaq under the symbol “BTBD” on November 12, 2021.
−Removed: Our warrants issued as part of the units we sold in the IPO commenced trading on Nasdaq under the symbol “BTBDW” on November 12, 2021.
−Removed: As of April 9, 2023, there were approximately 41 stockholders of record of 6,396,118 shares of common stock issued and outstanding and one holder of record of 2,746,838 warrants issued and outstanding.
−Removed: A significant number of beneficial owners of our common stock and listed warrants hold their shares in street names.
+Added: Our common stock began trading on the Nasdaq under the symbol “BTBD” on November 12, 2021, and our warrants issued as part of the units we sold in the IPO commenced trading on the Nasdaq under the symbol “BTBDW” on November 12, 2021.
+Added: As of March 1, 2024, approximately 38 stockholders of record had 6,246,118 shares of common stock issued and outstanding;
+Added: one record holder had 4,041,957 common shares and warrants issued and outstanding.
+Added: A substantial number of beneficial owners of our common stock and listed warrants hold their shares in street names.
We have never declared or paid cash dividends on our capital stock.
3 unchanged sentences
Recent Sales of Unregistered Securities
−Removed: During the year that ended January 1, 2023, we did not sell any equity securities.
+Added: We did not sell any equity securities during the year that ended December 31, 2023.
Securities Authorized for Issuance under Equity Compensation Plans
1 unchanged sentence
At the Annual Stockholders Meeting held in December 2022, the stockholders authorized the increase of shares available for grant under the Plan from 250,000 shares to 1,000,000 shares.
−Removed: The Plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, BT Brands and its subsidiaries.
+Added: The plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to officers, employees, directors, consultants, and advisers to BT Brands and its subsidiaries.
The plan aims to help attract, motivate, and retain qualified personnel and enhance stockholder value.
Awards that lapse or are forfeited become available again for grant.
−Removed: As of January 1, 2023, the Company has granted outstanding options to purchase 220,250 shares, including 213,700 common stock purchase options to employees, 10,000 to a consultant, and 15,000 to non-employee directors.
−Removed: Non-employee director options were immediately vested and grants to employees were subject to a four-year vesting requirement, with one-fourth of the options vesting each year.
+Added: As of December 31, 2023, the Company has granted outstanding options to purchase 319,250 shares, including 194,250 common stock purchase options to employees, 110,000 to consultants, and 15,000 to non-employee directors.
+Added: Non-employee director options were immediately vested, and grants to employees were subject to a four-year vesting requirement, with 20% vested upon grand and additional 20% vested annually in each of the succeeding four vesting each year.
+Added: Included in the 110,000 options issued to consultants are warrants to purchase 100,000 shares.
+Added: These warrants vest monthly over 60 months.
Effective February 27, 2023, our board of directors approved a total grant of 250,000 shares of its common stock to two officers (the “Grant Shares”).
−Removed: The Grant Shares vest if our common stock trades at a price of $8.50 per share for 20 consecutive trading days.
+Added: The Grant Shares vest if our common stock trades for $8.50 per share for 20 consecutive trading days.
This requirement triggers the Company’s right to redeem the common stock warrant issued in our November 2021 IPO.
Plan Category
−Removed: Number of securities to be
−Removed: outstanding options
−Removed: Weighted-average exercise price of
−Removed: Number of securities remaining available for
−Removed: future issuance under equity
−Removed: compensation plans
+Added: Number of securities
+Added: Number of securities remaining
+Added: available for
Equity compensation plans approved by security holders
1 unchanged sentence
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
−Removed: During the quarter ended January 1, 2023, the Company purchased less than 0.1 million shares of our common stock in open market purchases, as disclosed in the table below.
+Added: As disclosed in the table below, the Company purchased less than 150,000 shares of our common stock in a single open market purchase during the year ended December 31, 2023.
Total number of shares purchased
Average price paid per share (1)
−Removed: Total number of shares purchased as part of publicly announced plans or programs
−Removed: Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
−Removed: December 1 – December 31, 2022
+Added: number(or approximate
+Added: dollar value)
+Added: January 1 – December 31, 2023
(1) Calculated inclusive of commissions.
Report of Offering of Securities and Use of Proceeds Therefrom.
−Removed: On November 12, 2021, we completed our IPO of 2,400,000 units with a public offering price of $5.00 per unit, each containing one share of common stock and one warrant to purchase one share of Common Stock at an exercise price of $5.50 per share pursuant to our Registration Statement on Form S-1 (as amended) (File No.
+Added: On November 12, 2021, we completed our IPO of 2,400,000 units with a public offering price of $5.00 per unit, each containing one share of common stock and one warrant to purchase one share of Common Stock at an exercise price of $5.50 per share under our Registration Statement on Form S-1 (as amended) (File No.
Maxim Group LLC and Joseph Gunnar & Co., LLC served as the representatives of several underwriters in the underwritten public offering.
The net proceeds from the offering were approximately $10.68 million after deducting underwriting discounts, commissions, and offering expenses.
−Removed: There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus, dated November 16, 2021, which was filed with the SEC on November 16, 2021, pursuant to Rule 424(b) under the Securities Act.
+Added: There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus, dated November 16, 2021, filed with the SEC on November 16, 2021, pursuant to Rule 424(b) under the Securities Act.
No payments were made by us to directors, officers or persons owning ten percent or more of our common stock or to their associates or our affiliates other than payments in the ordinary course of business to officers for salaries.
−Removed: Including our three restaurant business acquisitions and our purchase of 41.2% of Bagger Dave’s for $1,260,000, we have invested the net proceeds in money market funds and equity securities including the purchase of 1,098,690 shares of Noble Roman’s Inc.
−Removed: for an aggregate cost of $231,115 at January 1, 2023.
+Added: Including our three restaurant business acquisitions and our purchase of Bagger Dave’s shares for $1,260,000, we have invested the net proceeds in money market funds and equity securities, including the purchase of 1,098,690 shares of Noble Roman’s Inc.
+Added: for an aggregate cost of $355,606 on December 31, 2023.
Noble Roman’s, Inc., is a public company based in Indianapolis, Indiana, operating pizza-focused food services, including nine full-service locations.
+Added: In 2023, we engaged in an unsuccessful proxy solicitation to elect a representative to the Noble Roman’s Board of Directors.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.