1 unchanged sentence
Market Information
−Removed: 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.
−Removed: As of March 1, 2025, approximately 40 stockholders of record held 6,246,118 shares issued and outstanding shares of common stock.
−Removed: 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.
+Added: 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 sold in the IPO commenced trading on the Nasdaq Stock Market under the symbol “BTBDW” on November 12, 2021.
+Added: As of March 1, 2026, approximately 36 stockholders of record held 6,154,724 issued and outstanding shares of common stock.
+Added: The number of record holders reflects the actual number of holders registered with our transfer agent.
+Added: It does not reflect holders of shares held in “street name” or persons, partnerships, associations, corporations, or other entities identified in security position listings maintained by depository trust companies, which, based on our most recent available data, totals approximately 500 shareholders.
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.
−Removed: We intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business.
+Added: We intend to retain all available funds and any future earnings to support our operations and finance our business growth and development.
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.
+Added: Issuer Purchases of Equity Securities
+Added: In June 2024, our Board of Directors authorized a share repurchase program pursuant to which the Company may repurchase up to 625,000 shares of its common stock (the “Share Repurchase Program”).
+Added: As of December 28, 2025, the Company had repurchased 91,394 shares pursuant to the Share Repurchase Program, and 533,606 shares remained available for repurchase under the authorization.
+Added: The Share Repurchase Program does not obligate the Company to repurchase any specific number of shares and may be suspended, modified, or terminated at any time.
+Added: In 2022, the Company purchased 65,000 shares of its common stock in a single repurchase program, and an additional 150,000 shares were repurchased prior to adopting the publicly announced repurchase plan.
+Added: In 2024, the Company initiated its share repurchase activity under the Share Repurchase Program, and repurchased 91,394 shares in 2024, as reflected in the table below.
+Added: Additional information regarding the Share Repurchase Program is included under “Share Repurchase Program” in Note 9 to the consolidated financial statements.
+Added: number of shares purchased
+Added: per share (1)
+Added: as part of the publicly
+Added: Maximum number of shares available for purchase under the Plan
+Added: January 1, 2024 – December 29, 2024
+Added: December 30, 2024 – December 28, 2025
+Added: (1) Calculated inclusive of commissions.
Recent Sales of Unregistered Securities
2 unchanged sentences
In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the “Plan”).
−Removed: 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.
+Added: In December 2022, the stockholders authorized an increase in the number of shares available for grant under the Plan 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.
−Removed: The plan aims to help attract, motivate, and retain qualified personnel and enhance stockholder value.
−Removed: Awards that lapse or are forfeited become available again for grant.
−Removed: 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.
−Removed: 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.
−Removed: The 110,000 options for consultants include warrants to purchase 100,000 shares under a consulting agreement.
+Added: The plan is intended to attract, motivate, and retain qualified personnel and enhance stockholder value.
+Added: Awards that lapse or are forfeited again become available for grant.
+Added: As of December 28, 2025, the Company had granted options and warrants to purchase 381,750 shares of common stock, including options granted to employees and consultants under the 2019 Plan and 100,000 warrants to a consultant outside of the 2019 Plan.
+Added: A total of 46,000 options have been granted to non-employee directors, including 10,000 to a former director of the company.
+Added: In 2025, a total of 7,500 options to purchase shares at $1.50 per share were granted to nonemployee directors with immediate vesting and a one-year expiration.
+Added: The 100,000-share warrant grant to the consultant is subject to the terms of the consulting agreement.
These consultant warrants vest monthly over 60 months.
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The Grant Shares vest when our common stock trades for $8.50 per share for 20 consecutive trading days.
−Removed: This requirement triggers the Company’s right to redeem the common stock warrant issued in our IPO.
+Added: This requirement entitles the Company to redeem the common stock warrant issued in our IPO.
Number of securities to be issued upon exercise of outstanding options
3 unchanged sentences
Equity compensation plans not approved by security holders.
−Removed: Purchases of Equity Securities by the Issuer and Affiliated Purchasers.
−Removed: Share Repurchase Program
−Removed: 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”).
−Removed: We have not established any maximum aggregate price to be paid for shares that we repurchase.
−Removed: As of December 29, 2024, we repurchased an aggregate of 306,394 including 91,394 shares under the 2024 Share Repurchase Program.
−Removed: We may purchase up to an additional 533,606 shares under the 2024 Share Repurchase Program.
−Removed: 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.
−Removed: Our repurchases may be executed using open market purchases, unsolicited or solicited privately negotiated transactions or other transactions.
−Removed: 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.
−Removed: The 2024 Share Repurchase Program does not contain a time limitation during which repurchases are permitted to occur.
−Removed: 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.
−Removed: Under the repurchase program, 150,000 shares were purchased in 2023 and 91,394 in 2024, as summarized below
−Removed: Total number of shares purchased
−Removed: Average price paid per share (1)
−Removed: as part of publicly
−Removed: that may yet be
−Removed: January 1 – December 31, 2023
−Removed: January 1, 2024 – December 29, 2024
−Removed: (1) Calculated inclusive of commissions.
−Removed: 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 under our Registration Statement on Form S-1 (as amended) (File No.
−Removed: Maxim Group LLC and Joseph Gunnar & Co., LLC served as the representatives of several underwriters in the underwritten public offering.
−Removed: 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, filed with the SEC on November 16, 2021, pursuant to Rule 424(b) under the Securities Act.
−Removed: 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 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.
−Removed: for an aggregate cost of $333,256 as of December 29, 2024.
−Removed: Noble Roman’s, Inc., is a public company based in Indianapolis, Indiana, operating pizza-focused food services, including nine full-service locations.
−Removed: 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.