What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2026-03-30 compared with 2025-03-31 · 190 added, 155 removed, 78 unchanged (82% of the section changed)

4 unchanged sentences

Overview of Our Company

BT Brands owns and operates various restaurants in the eastern two-thirds of the United States.

As of December 29, 2024, including our partially owned Bagger Dave’s business, we operated seventeen restaurants comprising the following:

Eight Burger Time fast-food restaurants located in the North Central region of the United States, collectively (“BTND”), a Sioux Falls, South Dakota location was closed in February 2024 the total of eight locations includes a location in Ham Lake, Minnesota that was closed following the end of 2024 in January 2025;

Bagger Dave’s Burger Tavern, Inc., a partially owned affiliate (39.6%), operates six Bagger Dave’s restaurants in Michigan, Ohio, and Indiana (“BDVB”);

Keegan’s Seafood Grille in Indian Rocks Beach, Florida (“Keegan’s”);

Pie In The Sky Coffee and Bakery in Woods Hole, Massachusetts (“PIE”).

As of December 28, 2025, we owned and operated nine restaurants across multiple states in the Midwest, Massachusetts, and Florida, and held a minority ownership interest in an unconsolidated affiliate that operated an additional five restaurants, for a total of 14 operating restaurant locations.

Operating restaurants comprise:

Six Burger Time fast-food restaurants are located in the North Central region of the United States (collectively, “BTND”).

A Sioux Falls, South Dakota, Burger Time closed in 2024, a location in Ham Lake, Minnesota, closed at the end of 2024, and a location in Minot, North Dakota, closed in July 2025;

Keegan’s Seafood Grille is a casual seafood restaurant located in Indian Rocks Beach, Florida;

Pie In The Sky Coffee, a coffee shop and bakery located in Woods Hole, Massachusetts, and

Schnitzel Haus is a German-themed fine dining restaurant and bar in Hobe Sound, Florida (“Schnitzel”).

Village Bier Garten is a German-themed restaurant, bar, and entertainment venue in Cocoa, Florida (“VBG”).

This business ceased operations and was closed in January 2025.

Our objective is to build value for our shareholders in the food service industry.

Our principal strategy is acquiring restaurant properties at attractive earnings multiples.

In 2024, we continued to evaluate business opportunities.

We operate our businesses with a shared central management organization.

Additional elements of our growth strategy encompass increasing sales and efforts to lower costs and boost brand awareness.

In addition, we own a 40.7% interest in Bagger Dave’s Burger Tavern, Inc.

(“BDVB”), an unconsolidated affiliate operating five casual-dining restaurants in Michigan, Ohio, and Indiana.

We do not own a controlling interest in BDVB, but we exercise significant influence over its operating and financial policies;

we account for BDVB under the equity method.

Village Bier Garten, a German-themed restaurant, bar, and entertainment venue located in Cocoa, Florida, ceased operations and was permanently closed in January 2025.

We operate our businesses under a centralized management structure.

By leveraging our shared management services platform, we aim to drive company-wide efficiencies, including reducing corporate overhead across existing and acquired operations.

Historically, our objective has been to create long-term shareholder value in the food service industry.

Our core strategy has focused on acquiring restaurant properties and operating businesses at attractive valuation multiples, enabling diversification across restaurant concepts and geographic markets while reducing reliance on any single brand or location.

Additional elements of our strategy have included driving same-store sales growth, improving cost efficiency, and enhancing brand awareness.

In 2025, we began actively evaluating business opportunities outside the food service sector.

On September 2, 2025, we entered into an agreement to pursue a proposed business combination with Aero Velocity Inc., a private company that designs and manufactures American-made unmanned aerial vehicles and operates a Drones-as-a-Service business.

If the proposed transaction is completed, we currently expect to spin off our restaurant operations and related assets into a newly formed entity, BT Group, Inc., following the merger closing.

The proposed business combination and related spin-off remain subject to numerous conditions, including stockholder and regulatory approvals, and there can be no assurance that either transaction will be completed on the anticipated terms, timeline, or at all.

Our Corporate History

1 unchanged sentence

in January 2016.

In 2020, we changed our corporate domicile from Delaware to Wyoming.

The Burger Time brand originated in August 1987 with the first restaurant in Fargo, North Dakota.

In subsequent years, Burger Time restaurants were opened in Minnesota, North Dakota, and South Dakota.

In 2020, we changed our corporate domicile to Wyoming.

The Burger Time brand originated in August 1987 with the opening of its first restaurant in Fargo, North Dakota.

In subsequent years, Burger Time restaurants were both open and closed in Minnesota, North Dakota, and South Dakota.

On November 12, 2021, we completed an initial public offering of 2,400,000 units of our securities at a public offering price of $5.00 per unit, each unit comprising one share of common stock and one warrant to purchase one share of common stock at an initial exercise price of $5.50 per share (the “IPO”).

The net proceeds from the IPO were approximately $10.7 million, excluding any proceeds from the exercise of warrants and after deducting underwriting discounts and commissions and payment of estimated offering expenses of approximately $1.3 million.

Following our IPO, we have pursued the acquisition of restaurant properties in diverse locations across the United States.

Our acquisitions have diversified our operations into new restaurant segments and new geographic regions, reducing our dependency on the financial performance of our Burger Time restaurants.

The net proceeds from the IPO were approximately $10.7 million, after deducting underwriting discounts and commissions, excluding proceeds from the exercise of warrants.

Proposed Business Combination with Aero Velocity

On September 2, 2025, BT Brands entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of BT Brands (“Merger Sub”), and Aero Velocity Inc., a Delaware corporation (“Aero”).

Pursuant to the Merger Agreement, Aero will merge with and into Merger Sub, with Aero continuing as the surviving corporation (the “Merger”).

Following the Merger, the combined company (the “Merged Company”) is expected to focus primarily on Aero’s unmanned aerial vehicle manufacturing and Drones-as-a-Service operations.

The Merger Agreement contemplates, prior to the closing of the Merger, a spin-off of our existing restaurant operations and related assets and liabilities into a newly formed subsidiary, BT Group, Inc.

(“BT Group”).

The spin-off shares will be distributed to pre-merger holders of BT Brands common stock and is not expected to qualify as a tax-free transaction for U.S.

federal income tax purposes, and stockholders may incur taxable income in connection with the distribution of BT Group shares.

Upon completion of the Merger, Aero stockholders are expected to receive Series A-1 and Series A-2 Convertible Preferred Stock of the Merged Company, with a stated value of $101,100,000, convertible into common stock at $1.48 per share.

The Series A-1 Preferred Stock will carry a 50-to-1 voting preference on an as-converted basis.

Collectively, the Series A-1 and Series A-2 Preferred Stock are expected to represent approximately 89% of the equity ownership of the Merged Company on an as-converted basis.

As a result, existing BT Brands stockholders, together with our financial advisor, Maxim Group, are expected to retain approximately 11% of the equity ownership of the Merged Company and will experience substantial dilution and a significant shift in voting power and control.

In addition, concurrently with the closing of the Merger, Aero stockholders or their designees are expected to invest $3 million, and up to a maximum of $5 million, in newly authorized Series B Convertible Preferred Stock of the Company.

The completion of the Merger and the contemplated spin-off are subject to numerous conditions, including stockholder approval, regulatory approvals, and satisfaction of other closing conditions.

There can be no assurance that the Merger or the spin-off will be completed on the anticipated terms, within the anticipated timeframe, or at all.

See “Risk Factors—Risks Related to the Proposed Business Combination” in Item 1A of this Annual Report.

For additional information regarding the proposed Merger, see our Current Report on Form 8-K filed on December 1, 2025, available at www.sec.gov.

Our Restaurants

Burger Time restaurants feature a variety of burgers and other quick-serve foods.

Our juicy, flame-broiled burgers, called “Bigger Burgers,” are made with approximately 25% more meat and are larger in diameter than our competitors’ typical quarter-pound burger offerings.

Our burger patties are produced to our specifications by our supplier.

We prepare each burger to a customer’s order and serve it hot and fresh.

Other entrees include chicken sandwiches and chicken tenders.

We offer an array of traditional and signature sides, many of which are regional favorites.

We offer other reasonably priced food and beverage items.

Burger Time restaurants offer a variety of burgers and other quick-service items.

Our juicy, flame-broiled burgers, called “Bigger Burgers,” are larger in diameter than typical quarter-pound burger offerings.

Our supplier produces our burger patties to our specifications.

We prepare each burger according to the customer’s order and serve it hot and fresh.

Other menu offerings include chicken sandwiches and chicken tenders.

We offer a range of traditional and signature sides, many of which are regional favorites, along with other reasonably priced food and beverage items.

From time to time, we offer specialty sandwiches and wraps at competitive prices.

1 unchanged sentence

Our Burger Time brand appeals to a broad spectrum of consumers.

We cater to consumers who appreciate the size and variety of our burgers and the value of our Bigger Burger, combined with the speed and efficiency provided by our single and double drive-thru windows.

We serve customers who appreciate the size and variety of our burgers, the value of our Bigger Burger, and the speed and efficiency of our single and double-drive-thru windows.

Subject to seasonal and local conditions, our restaurants are generally open seven days a week from 10 a.m.

2 unchanged sentences

Burger Time serves the drive-thru and take-out segment of the restaurant industry.

Our eight Burger Time restaurants, including our Ham Lake location, which was closed in January 2025, are in Minnesota, North Dakota, and South Dakota.

We own the real estate on which our Burger Time restaurants are situated.

We own six operating Burger Time restaurants in Minnesota, North Dakota, and South Dakota.

We own a closed Burger Time property in Ham Lake, Minnesota, which is currently reflected as held for sale.

In July 2025, we ceased operating Burger Time in Minot, North Dakota.

The Minot property is now leased to a third party.

We own all of the BTND real estate.

Our Burger Time units are free-standing facilities with single or double “drive-thru” and walk-up service windows.

The menu, store layout and equipment are designed to work together to offer exceptional food with fast service times.

The menu, store layout, and equipment are designed to work together to deliver exceptional food with fast service.

This integrated design allows for maximum food output with minimal labor.

3 unchanged sentences

Our managers and assistant managers are full-time employees.

We support our managers by offering competitive wages, including incentive bonuses for performance.

We support our managers by offering competitive wages, including performance-based incentive bonuses.

Our experienced managers train new assistant managers in all aspects of operations.

Our training stresses food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations of a quick service restaurant.

We also focus on food safety and sanitation, employment laws and regulations, and systems to control food and labor costs.

Our training emphasizes food quality, fast, friendly customer service, restaurant cleanliness, and proper management operations for a quick-service restaurant.

We also focus on training our employees and monitoring compliance with food safety and sanitation standards, employment laws and regulations, and systems for controlling food and labor costs.

All managers and assistant managers must obtain the required food safety (HACCP) certification applicable to their location.

Each restaurant has a point-of-sale system (POS) monitored by management.

Each restaurant has a point-of-sale (POS) system monitored by management.

In 2025, we implemented a cloud-based POS in all Burger Time locations, enhancing our ability to monitor store operations.

This system allows management to monitor sales, labor, customer counts, and other pertinent information.

The general manager of each restaurant reports directly to the Director of Operations, who in turn reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including restaurant facility management, new restaurant openings and the roll-out of key operational initiatives.

Our restaurants are managed using weekly operating budgets, comparing their actual results to planned results and results from the prior year.

In July 2024, we engaged a new primary food service vendor.

We have agreed to a pricing structure with the new vendor, however, have not executed a contract.

Under this arrangement, we purchase most of the food, paper, packaging, and related supplies for our Burger Time restaurants from Performance Food Services, one of the nation’s largest distributors of food products.

Performance Food Services makes deliveries to our restaurants on a frequent and routine basis.

As of March 1, 2025, Burger Time restaurants employed approximately 92 individuals, including 13 full-time and 79 part-time employees.

This system enables management to monitor sales, labor, customer counts, and other key metrics.

The general manager of each restaurant reports directly to the Director of Operations, who, in turn, reports to our Chief Operating Officer, who oversees all aspects of restaurant operations, including facility management, new restaurant openings, and the rollout of key operational initiatives.

Our restaurants are managed using weekly operating budgets, with actual results compared to planned results and to those from the prior year.

We utilize various suppliers for our restaurants.

Since July 2024, Performance Food Group, a leading national distributor, has served as the primary vendor for most food, paper, packaging, and supplies for our Burger Time restaurants.

Performance Food Group delivers to our Burger Time restaurants on a regular schedule.

As of February 1, 2026, Burger Time restaurants employed approximately 81 employees, including 17 full-time and 64 part-time.

Our full-time employees are salaried managers and assistant managers;

2 unchanged sentences

On March 2, 2022, we acquired substantially all the assets of Keegan’s Seafood Grille, Inc.

(“Keegan’s”), an operating restaurant located in Indian Rocks Beach, Florida, for $1,150,000.

(“Keegan’s”), including its trademark and website, an operating restaurant located in Indian Rocks Beach, Florida, for $1,150,000.

Keegan’s Seafood Grille has operated in the same location for over 35 years, serving the Clearwater, Florida market.

We acquired the “Keegan’s Seafood Grille” tradename and website and plan to continue to operate as Keegan’s Seafood Grille.

In November 2024, operations at Keegan’s were disrupted for approximately six weeks by Hurricane Helene, which caused significant damage to the Indian Rocks Beach community.

Keegan’s is a family-friendly casual restaurant located directly across the street from the beach.

The establishment’s award-winning dishes are made in-house using the freshest local ingredients.

Keegan’s motto is “Eat Fresh and Eat Wild.” Keegan’s is known for daily fish specials, innovative seafood dishes, and excellent service.

Keegan’s was closed for approximately 1 month for cleanup and restoration, and we replaced approximately $80,000 worth of equipment.

Keegan’s is a family-friendly, casual restaurant situated directly across from the beach.

The restaurant’s award-winning dishes are prepared in-house with the freshest local ingredients.

Keegan’s motto is “Eat Fresh and Eat Wild.” It is known for daily fish specials, inventive seafood dishes, and excellent service.

Keegan’s also offers a selection of beer and wine.

The restaurant features indoor and outdoor dining options, is open daily for lunch and dinner, and offers takeout and curbside pickup options.

As of March 1, 2025, Keegan’s employed 38 persons, including 12 full-time and 26 part-time employees.

The restaurant has indoor and outdoor seating, is open daily for lunch and dinner, and provides takeout and curbside pickup.

As of February 1, 2026, Keegan’s employed 33 people, including two full-time and 31 part-time employees.

Our employees include a full-time salaried manager and a salaried kitchen manager;

2 unchanged sentences

On May 11, 2022, we acquired the assets of Pie In The Sky Coffee and Bakery (“PIE”), a coffee shop and bakery restaurant located near the Steamship Authority ferry terminal in Woods Hole, Massachusetts.

We acquired the assets for an aggregate purchase price of $1,150,000.

We acquired the “Pie In The Sky” tradename and the piecoffee.com web address as part of the purchase.

We purchased the PIE assets for $1,150,000, including the “Pie In The Sky” trade name and the piecoffee.com web address.

PIE has served the local community and ferry travelers to Martha’s Vineyard for nearly forty years.

PIE serves a variety of breakfast and lunch sandwiches prepared on store-baked bread;

pastries, soups and salads are all freshly made on-site.

In addition, we offer patrons fresh, on-site roasted coffee beverages, smoothies, and brand merchandise.

PIE offers a variety of breakfast and lunch sandwiches made on store-baked bread;

pastries, soups, and salads are all freshly prepared on-site.

We also offer freshly roasted coffee, smoothies, and branded merchandise.

The store is open seven days a week, year-round, except for Christmas.

As of March 1, 2025, PIE employed 23 people, including three full-time and 20 part-time employees.

Our full-time employees include three full-time managers, including one manager dedicated to coffee roasting operations, assistant managers, and a varying number of staff, all of whom are hourly employees.

As of February 1, 2026, PIE employed 23 people, including three full-time and 20 part-time employees.

Our full-time team includes three managers, one dedicated to coffee roasting operations, two assistant managers, and a varying number of hourly staff.

Schnitzel Haus

On May 13, 2024, we acquired substantially all of the assets, including the trade name of Schnitzel Haus, a German-themed fine dining restaurant and bar in Hobe Sound, Florida (“Schnitzel”).

Schnitzel has served the local community for more than 10 years.

Schnitzel serves a variety of traditional German and American menu offerings, wine, beer, and cocktails in an elegant, upscale setting.

On May 13, 2024, we acquired the assets of Schnitzel Haus, including the trade name and a German-themed fine dining restaurant and bar in Hobe Sound, Florida (“Schnitzel”).

Schnitzel has served the local community for over 10 years.

Schnitzel offers a variety of traditional German and American menu items, along with wine, beer, and cocktails, in an elegant, upscale setting.

Schnitzel is open year-round, Monday through Saturday.

As of March 1, 2025, Schnitzel employed 20 people, including three full-time and 20 part-time employees.

Our employees include a full-time salaried manager and a salaried kitchen manager;

the remaining restaurant staff are hourly employees.

As of February 1, 2026, Schnitzel employed 28 people, including two full-time and 26 part-time workers.

Our staff includes a full-time salaried manager and a salaried kitchen manager;

the rest of the restaurant team are hourly employees.

Village Bier Garten

On August 4, 2022, we acquired substantially all of the assets, including the trade names and social media accounts of Von Stephan Village Bier Garten.

Village (“VBG”) is a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida.

Effective January 2, 2025, we closed the VBG location, sold equipment for $34,500 and assigned the lease to an unrelated party.

On August 4, 2022, we acquired the assets of Von Stephan Village Bier Garten.

Village Bier Garten (“VBG”) was a German-themed, family-friendly casual restaurant and bar concept in Cocoa, Florida.

Effective January 2, 2025, we closed the VBG location, sold certain equipment for $34,500 and assigned the lease to an unrelated party.

See Note 5 for discussion of the VBG lease.

Bagger Dave’s Burger Tavern

In June 2022, we acquired common stock of Bagger Dave’s Burger Tavern, Inc.

(“BDVB”), initially representing 41.2% ownership.

In 2024, our ownership share was reduced to 39.6% due to a sale of newly issued shares by BDVB.

BDVB is a publicly traded company that owns and operates six Bagger Dave’s restaurants.

Bagger Dave’s is a casual restaurant and bar concept providing an inviting, entertaining atmosphere specializing in burgers, tavern-style pizzas, hand-cut fries, local craft beers, milkshakes, salads, and other items.

BDVB opened its first location in Berkley, Michigan, in January 2008 and currently operates four restaurants in Michigan, one in Ft.

Wayne, Indiana, and one in Centerville, Ohio.

In June 2022, we acquired a minority ownership position in the common stock of Bagger Dave’s Burger Tavern, Inc.

(“BDVB”), currently representing 40.7% ownership.

BDVB is a publicly traded company that owns and operates five Bagger Dave’s restaurants.

Bagger Dave’s is a casual restaurant-and-bar concept.

BDVB opened its first location in Berkley, Michigan, in January 2008 and currently operates three restaurants in Michigan, one in Fort Wayne, Indiana, and one in Centerville, Ohio.

BDVB has approximately 130 employees, including 20 salaried managers, 30 full-time, and 70 part-time employees.

Because we do not control BDVB but are able to exercise significant influence over its operating and financial policies, we account for our investment in BDVB under the equity method of accounting.

Under the equity method, our investment in BDVB is recorded on our consolidated balance sheets as an equity method investment, and our proportionate share of BDVB’s net income or loss is recorded in our consolidated statements of operations as equity income (loss) from unconsolidated affiliate.

Dividends received from BDVB, if any, reduce the carrying value of our investment.

Due to BDVB’s historical operating losses, our cumulative share of losses has reduced the carrying value of our equity method investment in BDVB to zero as of December 28, 2025.

Accordingly, we have ceased recognizing additional equity losses related to this investment, except to the extent we have committed to providing additional financial support or have guaranteed obligations of BDVB, which we have not.

Hot-N-Now Trademark

Effective October 9, 2024, we completed the sale of a trademark asset.

The Hot-N-Now trademark, which had no carrying value, was sold for an upfront cash payment of $250,000, plus contingent payments of up to $150,000, payable at $10,000 per unit for each Hot-N-Now restaurant location the purchaser opens.

A gain of $250,000 on the sale of the trademark was recognized during fiscal 2024.

During fiscal 2025, we also received a $10,000 licensing payment related to the trademark.

Marketing and Advertising

Our marketing and advertising expenditures are principally allocated to social media, with limited advertisements in newspapers and on the radio.

In addition, we have employed product discount coupons, live remote broadcasts, customer contests, and direct mailings.

We also utilize marketing incentives from our suppliers whenever possible.

Our restaurants offer online ordering capability and a curbside delivery program through our websites.

We emphasize direct database marketing supplemented by social media tools to promote our brand and local stores.

Marketing-related expenditures have typically been less than 1% of net revenues.

Generally, restaurant sales are derived from drive-by traffic and dedicated return visits from loyal customers.

Increasing our restaurant revenues may require an increase in marketing and advertising expenditure.

We expect to develop more sophisticated marketing programs, including an expanded social media presence, to build consumer brand awareness of our restaurants.

Our marketing and advertising activities primarily focus on digital and social media platforms, supplemented by limited advertising in newspapers and on the radio.

From time to time, we also utilize promotional discounts, customer contests, live remote broadcasts, and direct mail campaigns.

In addition, we seek to take advantage of marketing incentives offered by our suppliers when available.

Our restaurants offer online ordering and curbside pickup through their respective websites, and we utilize direct database marketing, supported by social media tools, to promote our brands and individual locations.

Historically, our marketing and advertising expenditures have represented a relatively small percentage of net revenues.

A significant portion of our restaurant sales is derived from drive-by traffic and repeat visits by returning customers.

As a result, increases in restaurant revenues may require incremental investment in marketing and advertising.

We expect to continue evaluating and refining our marketing strategies and may develop more sophisticated programs, including an expanded digital and social media presence, to enhance consumer awareness of our restaurant brands and drive traffic to our locations.

Growth Strategy

We seek to increase value for our shareholders in the food service industry.

Our strategy is to acquire restaurant concepts and individual properties at attractive earnings multiples.

Other key elements of our growth strategy include increasing same-store sales and introducing a campaign to boost brand awareness.

As we develop and extend our business into new food concepts and geographic areas, we expect to pursue strategies that will leverage our multiple brands, capacity, and reach, which may include:

creating dual concept locations, allowing for two or more of our brands to share physical assets;

offering third-party (e.g., Uber Eats, GrubHub) and local delivery services;

entering into licensing agreements allowing the third-party sale of our products and

employing direct database marketing, including social media, to drive business.

As a public company, we may be presented with other opportunities, including a reverse merger opportunity, whereby a significantly larger company avails itself of our public company status by merging with our business.

We will evaluate these opportunities if and when they are presented.

We are evaluating our acquisition strategy in the restaurant industry.

Acquisitions may provide an entrance into targeted restaurant segments and geographic areas.

Restaurant businesses frequently become available for acquisition.

We may purchase either individual restaurant properties or multi-unit businesses at prices expected to provide attractive returns on our investment.

In addition, we may acquire operating assets where a franchise program is the focus of the acquired food service business.

We evaluate acquisition opportunities to determine if the transaction will be accretive and if we can efficiently integrate the business into our existing operations.

Our objective is to increase shareholder value through disciplined acquisitions, operational efficiencies, and strategic capital allocation.

Historically, our strategic focus has been on the restaurant sector, where we have pursued acquisitions at valuations we believe offered attractive risk-adjusted returns.

The Company is an operating business and is not a blank-check, shell, or blind-pool company.

While we continue to evaluate opportunities in the restaurant industry, we are also assessing potential growth strategies beyond the food service sector.

Management may review opportunities in other industries that align with our investment criteria, including businesses with stable or predictable cash flows, scalable operating models, and defensible market positions.

No assurance can be given that any such opportunities will be identified, pursued, or completed.

As previously disclosed, the Company has entered into an agreement to pursue a business combination with Aero Velocity Inc., a private company that designs and manufactures unmanned aerial vehicles and provides drone-related services.

The proposed transaction remains subject to various closing conditions, and there is no assurance that it will be completed on the anticipated terms, or at all.

If the transaction is completed, the Company intends to spin off its restaurant and other operating assets into a newly formed entity, BT Group, Inc.

Accordingly, the growth strategies described in this section reflect management’s current thinking with respect to the restaurant and related businesses that would be operated by BT Group, assuming the Aero Velocity transaction and related spin-off are consummated.

Within our existing restaurant operations, our growth initiatives include increasing same-store sales, enhancing brand awareness, improving operating margins, and improving cash flow.

Our tactics to achieve our objectives include evaluating menu offerings and promotional strategies, informed by customer feedback and market data.

These initiatives are expected to evolve as market conditions change and as we evaluate future acquisitions.

Strategic Transactions

We may evaluate strategic transactions, including mergers, acquisitions, asset purchases, and other business combinations, as part of our broader growth strategy.

Such transactions may involve businesses within or outside the restaurant sector and may take various forms depending on the specific opportunity.

In evaluating potential strategic transactions, we consider a range of factors, including the target’s financial condition, operating performance, scalability, market position, strategic fit, and the experience of its management team.

Any transaction would be subject to internal evaluation, approval by our board of directors, and compliance with applicable legal, regulatory, and exchange listing requirements.

In limited circumstances, we may consider transactions involving private operating companies seeking access to the public markets through a business combination.

Such transactions are not part of our core strategy and would be pursued only if management and our board determined that they are consistent with our long-term objectives and shareholder interests.

As noted above, the proposed Aero Velocity transaction is one such transaction.

There can be no assurance that any strategic transaction will be identified, pursued, or completed.

Restaurant Industry Acquisitions

We continue to review our acquisition strategy in the restaurant industry.

Acquisitions might provide access to specific restaurant concepts, geographic areas, or operational platforms.

We may buy individual restaurant properties or multi-unit restaurant businesses that we believe will generate attractive returns.

We might also consider acquisitions where franchise or brand development is a primary focus of the acquired business.

In evaluating opportunities, we consider the following characteristics, among others, relevant to each opportunity:

4 unchanged sentences

sustainable operating results;

geographic diversification, and

geographic diversification:

growth potential.

We operate our businesses with a shared central management organization.

Following an acquisition, we may pursue a plan to expand the number of locations and increase the comparable store sales and profits, as described below.

By leveraging our management services platform, we seek to achieve post-acquisition cost benefits by reducing the acquired business’s corporate overhead.

If we acquire restaurant chains or individual units near each other, concentration could provide economic synergies for management functions, marketing, advertising, supply chain assistance, staff training, and operational oversight.

We operate our restaurant businesses with a shared central management organization.

Following an acquisition, we may pursue a plan to expand our location count and increase comparable store sales and profits, as described below.

By leveraging our management services platform, we aim to deliver post-acquisition cost savings by reducing the acquired business’s corporate overhead.

If we acquire restaurant chains or individual units located near one another, concentration could provide economic leverage for our management functions, marketing, advertising, supply chain support, staff training, and operational oversight.

Increase Sales

Our primary goal is to grow sales in our restaurant operations to optimize restaurant performance.

One of the metrics we use to measure an increase in sales is same-store sales growth, which reflects the change in year-over-year sales for the comparable store base.

Our primary goal is to increase sales across our restaurant operations to optimize performance.

One of the metrics we use to measure sales growth is same-store sales growth, which reflects year-over-year sales for the comparable store base.

We apply techniques proven in the restaurant industry to increase same-store sales at all our restaurants.

We also may develop new approaches that reflect our corporate character and restaurant composition.

We utilize customer feedback and analyze sales data to introduce, test, and hone existing and new menu items.

We may also develop new approaches that reflect our corporate character and restaurant composition.

We use customer feedback and sales data to introduce, test, and refine existing and new menu items.

Our strategies to increase same-store sales will evolve as we acquire new restaurant concepts in new markets.

Increase Brand Awareness

Brand Awareness

Increasing brand awareness is essential to our Company’s growth.

We intend to develop and implement forward-looking branding strategies for our businesses.

We may seek to leverage social media and employ targeted digital advertising to expand the reach of our brands and drive traffic to our stores.

We expect our branding initiatives to evolve as we complete acquisitions.

We seek to develop and implement forward-looking branding strategies for our businesses.

We utilize social media and target digital advertising to expand our reach and drive traffic to our stores.

We expect our branding initiatives to continue to evolve.

Trademarks and Service Marks

We operate under several trade names and have acquired a variety of trade and service marks.

We operate under several trade names and have acquired various trade and service marks.

We have registered “It’s Burger Time” with the United States Patent and Trademark Office.

2 unchanged sentences

Our policy is to pursue registration of our marks when appropriate and to oppose infringement vigorously .

We own restaurants in the industry’s quick service, fast casual, and casual dining categories.

The competitive environment in each category is intense in terms of price, service, location, and food quality.

We face significant competition from a variety of restaurants on a national, regional, and local level.

Dining choices continue to expand with the increasing popularity of food delivery services.

The restaurant industry is affected by, among other things, changes in consumer tastes, dietary trends, local and national economic conditions, demographics, traffic patterns, consumer spending, population trends, and local traffic patterns.

We own restaurants in the industry’s quick-service, fast-casual, and both casual and upscale dining categories.

The competitive environment in each category is intense across price, service, location, and food quality.

We face significant competition from a variety of restaurants at the national, regional, and local levels.

Dining options continue to expand as the popularity of food delivery services grows.

The restaurant industry is affected by, among other factors, changes in consumer tastes, dietary trends, local and national economic conditions, demographics, consumer spending, population trends, and traffic patterns.

The restaurant industry has few barriers to entry, and new competitors may emerge at any time.

Seasonal factors and the timing of holidays cause our revenue to fluctuate from quarter to quarter.

In addition, to the extent we pursue acquisitions or strategic transactions—whether within or outside the restaurant industry—we may encounter risks that are difficult to predict, including our limited experience operating new or unfamiliar businesses, challenges integrating acquired operations, unanticipated operational or regulatory requirements, increased competition in new markets, the diversion of management attention, and the possibility that anticipated benefits of a transaction are not realized.

Seasonal factors and holiday timing cause our revenue to fluctuate from quarter to quarter.

Our BTND revenue is typically lower in the first and fourth quarters because of winter weather.

2 unchanged sentences

Regulation and Compliance

Our operations are subject to a wide range of federal, state, and local government regulations, including those relating to, among others, public health and safety, zoning and fire codes, labor, and franchising.

Our failure to obtain or retain food or other licenses and registrations or exemptions would adversely affect the operations of our restaurants.

We operate each restaurant with standards and procedures that comply with applicable laws, codes, and regulations.

Our operations are subject to a wide range of federal, state, and local government regulations, including those relating to public health and safety, zoning and fire codes, labor, and franchising.

Our failure to obtain or maintain food or other licenses, registrations, or exemptions would adversely affect our restaurants’ operations.

We operate each restaurant in accordance with applicable laws, codes, and regulations.

To date, we have not experienced and do not anticipate any problems in obtaining required licenses, permits, or approvals;

however, any difficulties, delays, or failures in obtaining such licenses, permits, registrations, exemptions, or permissions in the future could delay or prevent the opening of a location and adversely impact the viability of a restaurant.

The development and construction of new restaurants will be subject to compliance with applicable zoning, land use, and environmental regulations.

The development and construction of new restaurants must comply with applicable zoning, land-use, and environmental regulations.

Federal and state environmental regulations have not had a material effect on operations.

However, more stringent and varied requirements of local governments concerning zoning, land use, and environmental factors could delay construction and increase development costs for any new restaurants.

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and various federal and state laws governing such matters as minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements, and other working conditions.

Most of our hourly staff, except for BDVB’s Michigan tip-compensated employees, are paid above the applicable federal or state minimum wage.

Accordingly, increases in the minimum wage likely will not have a significant impact on labor costs.

We may also be subject to various laws and regulations related to future operations.

However, more stringent and varied local government requirements regarding zoning, land use, and environmental factors could delay construction and increase development costs for any new restaurants we may pursue.

We are also subject to the Fair Labor Standards Act, the Immigration Reform and Control Act of 1986, and various federal and state laws governing minimum wages, overtime, unemployment tax rates, workers’ compensation rates, citizenship requirements, and other working conditions.

Most of our hourly staff, except for BDVBs, “tip compensated” employees, who are covered by Michigan “tip-credit” rules, are paid above the applicable federal or state minimum wage.

Accordingly, increases in the minimum wage are unlikely to significantly affect labor costs.

We may also be subject to applicable laws and regulations governing future operations.

We are also subject to the Americans with Disabilities Act, which prohibits discrimination based on disability in public accommodations and employment.

States, counties, and cities have enacted menu-labeling laws requiring restaurant operators to disclose certain nutritional information to consumers or have enacted legislation restricting the use of certain ingredients in restaurants.

Many of these requirements are inconsistent or interpreted differently from one area to another.

These requirements may be different or inconsistent with requirements that we are subject to under the Patient Protection and Affordable Care Act of 2010 (“ACA”), as amended, which establishes federal requirements applicable to chain restaurants with 20 or more locations to post nutritional information on their menus.

In addition, the ACA mandates that restaurant businesses with more than 50 full-time employees offer health benefits to full-time employees and their dependents or face possible penalties.

The ACA imposes significant reporting requirements on restaurant businesses, including certifying whether they offer minimum essential coverage to full-time employees.

The failure to comply with ACA is substantial, and new regulations, increasing coverage requirements and costs could adversely affect our business.

We are not engaged in the business as a “franchisor.”

Many of these requirements are inconsistent or interpreted differently across jurisdictions.

These requirements may differ from or be inconsistent with the requirements under the Patient Protection and Affordable Care Act of 2010 (“ACA”), as amended, which establishes federal requirements applicable to chain restaurants with 20 or more locations to post nutritional information on their menus.

In addition, the ACA requires employers with more than 50 full-time employees to offer health benefits to full-time employees and their dependents, or face penalties.

The ACA imposes significant reporting requirements on restaurant businesses, including the requirement to certify whether they offer minimum essential coverage to full-time employees.

The failure to comply with the ACA is substantial, and new regulations that increase coverage requirements and costs could adversely affect our business.

We do not currently operate a franchise program.

Environmental Matters

We are subject to extensive federal, state, and local laws and regulations relating to environmental protection, including regulating discharges into the air and water, storing and disposing of waste, and cleaning contaminated soil and groundwater.

Under various federal, state, and local laws, an owner or operator of real estate may be liable for the costs of removal or remediation of hazardous or toxic substances on, in, or emanating from such property.

Such liability may be imposed without regard to whether the owner or operator knew of or was responsible for the presence of such hazardous or toxic substances.

We have not conducted a comprehensive environmental review of our properties or operations.

As a result, no assurance can be given that we have identified potential environmental liabilities at our properties or that such liabilities will not adversely affect our financial condition.

As of March 1, 2025, our corporate office has four employees.

In addition, each of our restaurants has a General Manager, an assistant manager or supervisor, and a varied number of restaurant staff, all hourly employees.

Including wholly owned subsidiaries of the Company, as of March 1, 2025, we had approximately 180 employees, including 40 full-time and 140 part-time employees.

None of our employees are unionized or covered by collective bargaining agreements, and we consider our current employee relations to be good.

Our operations must comply with environmental laws and regulations at all levels, including air emissions, wastewater discharges, waste management, and site remediation.

Under certain environmental laws, an owner or operator of real property may be held liable for investigation and remediation costs associated with environmental contamination at or emanating from the property, regardless of whether the owner or operator caused the contamination or was aware of it.

We have not conducted comprehensive environmental site assessments for all of our properties.

However, based on our operating experience and information available to us, we are not currently aware of any material environmental liabilities.

There can be no assurance that environmental conditions or liabilities have not occurred or will not be discovered in the future, or that future changes in environmental laws, regulations, or their interpretation will not require us to incur additional costs or otherwise adversely affect our business, financial condition, results of operations, or cash flows.

As of February 1, 2026, our corporate office has four employees.

Additionally, each of our restaurants employs a General Manager, an assistant manager or supervisor, and a varying number of restaurant staff, all of whom are hourly employees.

As of March 1, 2026, including the Company’s wholly owned subsidiaries, we had approximately 179 employees, consisting of 28 full-time and 151 part-time staff.

None of our employees are unionized or covered by collective bargaining agreements, and we believe our current employee relations are good.

Marketable Securities

From time to time, we purchase publicly traded marketable securities.

Historically, these securities comprised investments in exchange-listed common stocks with published prices per share readily available.

Historically, these securities consisted of investments in exchange-listed securities, with published per-share prices readily available.

Bagger Dave’s-

Our investments include our net investment of $304,439 in Bagger Dave’s as determined under the “Equity Method” of accounting, net of recording our equity share in Bagger Dave’s losses.

Our investments include our net investment in Bagger Dave’s as determined under the “Equity Method” of accounting, net of recording our equity share in Bagger Dave’s losses.

During the third quarter of 2025, our share of the equity resulted in our investment in Bagger Dave’s being reduced to zero on December 28, 2025.

NGI related party investment-

Our total investment in NGI Corporation (“NGI”) is $424,000, which includes $120,000 in loans to NGI during 2024 and $304,000 in prior equity investment in NGI.

The NGI investment includes equity in the form of 179,000 common shares received in 2020 as consideration for BTND extending the maturity of a note receivable repaid in August 2020.

Under the Note modification terms, we acquired 179,000 NGI common shares from its founders.

We also received warrants expiring on March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share.

We attributed $75,000 to the value of the equity received.

This amount was reflected as interest income in 2020.

On February 12, 2022, we invested $229,000 in 138,788 shares of NGI Series A1 8% Cumulative Convertible Preferred Stock, convertible share for share into NGI common shares.

This investment is reflected at the cost of $229,000.

The preferred investment included a five-year warrant to purchase 34,697 shares at $1.65.

Our CEO, Gary Copperud, is Chairman of the board of directors of NGI.

Our COO, Kenneth Brimmer, is also an NGI board member and serves as its CFO.

The investment in NGI does not have a readily determinable market value, and it is carried at the historic cost determined by BT Brands, which the Company believes is reasonable relative to recent stock sales by NGI.

Before 2023, BT Brands made a series of equity investments in NGI Corporation (“NGI”), resulting in a minority ownership interest with an aggregate carrying value of $304,000.

As of September 28, 2025, the Company evaluated the recoverability of its investment and concluded that impairment indicators were present, including recurring operating losses at NGI and insufficient capital to sustain operations without continued external financing.

In addition, there were no observable market transactions or other valuation inputs available to determine the investment’s carrying amount.

Based on this assessment, the Company determined that its equity investment in NGI was impaired, and we recorded an impairment charge of $304,000 as of September 28, 2025, entirely writing down the carrying value of the investment.

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.

What changed 10-K

Item 1. Business