Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
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.
Stockholders
As of March 1, 2024, approximately 38 stockholders of record had 6,246,118 shares of common stock issued and outstanding; one record holder had 4,041,957 common shares and warrants issued and outstanding. A substantial number of beneficial owners of our common stock and listed warrants hold their shares in street names.
Dividends
We have never declared or paid cash dividends on our capital stock. We do not anticipate paying cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects, the requirements of current or then-existing debt instruments and other factors our board of directors may deem relevant.
Recent Sales of Unregistered Securities
We did not sell any equity securities during the year that ended December 31, 2023.
Securities Authorized for Issuance under Equity Compensation Plans
In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the “Plan”). 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. 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.
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. 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. Included in the 110,000 options issued to consultants are warrants to purchase 100,000 shares. These warrants vest monthly over 60 months.
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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”). 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
Number of securities
to be
issued upon
exercise of
outstanding
options
Weighted-
average
exercise
price of
outstanding
options
Number of securities remaining
available for
future
issuance
under equity
compensation
plans
Equity compensation plans approved by security holders
319,250
$ 2.62
680,250
Equity compensation plans not approved by security holders.
-
-
-
Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
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.
Period
Total number of shares purchased
Average price paid per share (1)
Total
number of
shares
purchased
as part of
publicly
announced
plans or
programs
Maximum
number(or approximate
dollar value)
of shares
that may
yet be
purchased
under the
plans or
programs
January 1 – December 31, 2023
150,000
$ 1.668
NONE
NA
(1) Calculated inclusive of commissions.
Report of Offering of Securities and Use of Proceeds Therefrom.
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. 333-250957). 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.
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. 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. 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. In 2023, we engaged in an unsuccessful proxy solicitation to elect a representative to the Noble Roman’s Board of Directors.
Item 6. Reserved
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