1 unchanged sentence
Market Information
−Removed: There is currently no public trading market for our common stock and no such market may ever develop.
−Removed: In May 2019, our common stock was approved for quotation on the OTC Pink, but no trading has occurred to date.
−Removed: We can provide no assurance that our common stock ever will be traded on any exchange or quotation medium or, if traded, that a public market will materialize.
−Removed: As of March 10, 2021, we had 53 record holders and 4,047,502 shares of common stock issued and outstanding.
+Added: Our common stock began trading on Nasdaq under the symbol “BTBD” on November 12, 2021.
+Added: Our warrants issued as part of the units we sold in the initial public offering began trading on Nasdaq under the symbol “BTBDW” on November 12, 2021.
+Added: As of March 15, 2022, there were approximately 54 stockholders of record of 6,461,118 shares of common stock issued and outstanding and one holder of record of 2,746,388 warrants issued and outstanding.
+Added: A significant number of beneficial owners of our common stock and listed warrants hold their securities in street name.
We have never declared or paid cash dividends on our capital stock.
−Removed: We currently intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future.
+Added: We do not anticipate paying cash dividends on our common stock in the foreseeable future.
+Added: We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business.
+Added: 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
−Removed: During the fiscal year ended January 3, 2021, we did not issue any securities.
−Removed: During the fiscal year ended December 29, 2019, we issued the following securities:
−Removed: On October 11, 2019, we issued an aggregate of 4,500 shares of common stock under the 2019 BT Brands, Inc.
−Removed: Incentive Plan (the “2019 Incentive Plan”) as stock awards to 30 employees of the Company.
+Added: During the year ended January 2, 2022, we issued options to purchase 15,000 shares of common stock under the 2019 BT Brands, Inc.
+Added: Incentive Plan (the “2019 Incentive Plan”) as stock awards to three directors of the Company in connection with their joining the board of directors.
+Added: The options are exercisable at $5 per share at any time through 2031.
The issuances of the securities under the 2019 Incentive Plan were exempt from registration under the Securities Act under Rule 701 promulgated under Section 3(b) of the Securities Act of 1933, as amended (the “Securities Act”) in that the transactions were under a compensatory benefit plan as provided under Rule 701.
−Removed: These shares were subsequently registered on Form S-8 under the Securities Act filed with the Securities and Exchange Commission on December 6, 2019.
Securities Authorized for Issuance under Equity Compensation Plans
−Removed: In October 2019, the board of directors of the Company and the holders of a majority of the outstanding shares of common stock adopted the 2019 Incentive Plan.
−Removed: Under the 2019 Incentive Plan, the Company reserved up to 500,000 shares of common stock for issuance to officers, directors, employees and consultants.
−Removed: A discussion of the 2019 Incentive Plan may be found under Item 11.
−Removed: Executive Compensation—Compensation Plans.
+Added: The following information is as of January 2, 2022.
+Added: Plan Category
+Added: securities to be
+Added: issued upon exercise of outstanding
+Added: restricted stock units
+Added: Weighted-average
+Added: exercise price of
+Added: securities remaining
+Added: available for
+Added: future issuance
+Added: compensation plans
+Added: Equity compensation plans approved by security holders
+Added: Equity compensation plans not approved by security holders
Selected Financial Data.
−Removed: As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.
+Added: As a “smaller reporting company” as defined by Rule 12b-2 of the Exchange Act and Item 10 (f)(1) of Regulation S-K, the Company has elected to comply with certain scaled disclosure reporting obligations and is not required to provide the information required by this item.
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.