BT Brands, Inc. 10-K

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 Stock Market 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 Stock Market under the symbol “BTBDW” on November 12, 2021. Stockholders As of March 1, 2025, approximately 40 stockholders of record held 6,246,118 shares issued and outstanding shares of common stock. The number of record holders is based on the actual number of holders registered on the books of our transfer agent and does not reflect holders of share held in “street name” or person, partnerships, associations, corporations, or other entities identified in security position listings maintained by depository trust companies. 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 ended December 29, 2024. 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 29, 2024, the Company had granted options to purchase 340,000 shares of common stock, including 194,250 options granted to employees, 110,000 to consultants, and 35,000 to non-employee directors. The initial grant of options to non-employee directors was immediately vested, and future grants to directors and grants to employees are subject to a four-year vesting requirement, with 20% vested upon the grant and an additional 20% vested annually in the succeeding four vesting years. The 110,000 options for consultants include warrants to purchase 100,000 shares under a consulting agreement. These consultant warrants vest monthly over 60 months. Effective February 27, 2023, our board of directors approved a total grant of 250,000 shares of common stock to two officers (the “Grant Shares”). The Grant Shares vest when 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 IPO. 24 Table of Contents Number of Securities to be issued upon exercise of outstanding options Weighted-average exercise price of outstanding options Number of securities remaining available for issuance under equity compensation plans Equity compensation plans approved by security holders 239,250 $ 2.56 760,750 Equity compensation plans not approved by security holders. 100,000 $ 2.50 - Purchases of Equity Securities by the Issuer and Affiliated Purchasers. Share Repurchase Program On June 6, 2024, we authorized a stock repurchase program, under which we may repurchase up to 625,000 shares, or approximately 10.0%, of our currently issued and outstanding common stock (the “2024 Share Repurchase Program”). We have not established any maximum aggregate price to be paid for shares that we repurchase. As of December 29, 2024, we repurchased an aggregate of 306,394 including 91,394 shares under the 2024 Share Repurchase Program. We may purchase up to an additional 533,606 shares under the 2024 Share Repurchase Program. We are purchasing the shares with available cash and may repurchase shares of our common stock from time to time, in amounts, at prices, and at such times as we deem appropriate, subject to market conditions, legal requirements and other considerations. Our repurchases may be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions. The 2024 Share Repurchase Program does not obligate us to repurchase any specific number of shares and may be suspended, modified or terminated at any time without prior notice. The 2024 Share Repurchase Program does not contain a time limitation during which repurchases are permitted to occur. The Company purchased 65,000 shares of its common stock in a single transaction in 2022, and in 2023, we initiated a share repurchase program. Under the repurchase program, 150,000 shares were purchased in 2023 and 91,394 in 2024, as summarized below Period Total number of shares purchased Average price paid per share (1) Shares purchased as part of publicly announced program Maximum of shares that may yet be purchased under the program January 1 – December 31, 2023 150,000 $ 1.668 150,000 600,000 January 1, 2024 – December 29, 2024 91,394 $ 1.561 91,394 508,606 (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 from time to time of an aggregate of 1,398,110 shares of common stock of Noble Roman’s Inc. for an aggregate cost of $333,256 as of December 29, 2024. 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. 25 Table of Contents Item 6. Reserved