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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-31 · 220 added, 175 removed, 338 unchanged (54% of the section changed)

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The Company maintains disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed in our reports filed pursuant to the Securities Exchange Act of 1934 as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

No matter how well conceived and operated, a control system can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

No matter how well conceived and operated, a control system can provide only reasonable, not absolute, assurance that its objectives are met.

As of December 28, 2025, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officer, respectively, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act.

Based on the evaluation of our disclosure controls and procedures, our President and Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of December 28, 2025, due to the material weaknesses in our internal control over financial reporting described below.

In light of this fact, our management has performed additional analysis and has concluded that, notwithstanding this material weaknesses in our internal controls over financial reporting, the consolidated financial statements for the periods covered by and including this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

In light of this, our management has conducted additional analysis.

It has been concluded that, notwithstanding these material weaknesses in our internal controls over financial reporting, the consolidated financial statements for the periods covered by and including this Annual Report on Form 10-K fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with U.S.

(b) REPORT OF MANAGEMENT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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As of December 29, 2024, management identified a material weakness that originated in fiscal year 2022 and is continuing in its effort to enhance its design of controls over the accounting and reporting of significant, non-recurring events and complex transactions.

As of December 28, 2025, management identified a material weakness that originated in fiscal year 2022 and continues to affect its design of controls over the accounting and reporting of significant, nonrecurring events and complex transactions.

This material weakness could result in a misstatement of account balances or disclosures that would result in a material misstatement of the annual or interim financial statements, which would not be prevented or detected.

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The Company has an ongoing improvement and remediation plan for the identified material weakness.

In the future, transactions that are considered complex may result in the Company engaging experts to assist with the accounting for significant, non-recurring events and complex transactions.

The remediation actions are subject to ongoing senior management review and Audit Committee oversight.

In the future, transactions that are considered complex may require the Company to engage experts to assist with accounting for significant non-recurring events and complex transactions.

The remediation actions are subject to ongoing review by senior management and oversight by the Audit Committee.

The Company will not be able to conclude whether the steps to be taken will fully remediate the material weaknesses in internal controls over financial reporting until remediation efforts are completed, tested, and evaluated for effectiveness.

(e) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

In addition to the matters discussed previously, the Company has considered utilizing consultants as an extension of management to assist in the accounting for acquisitions during the fiscal year ending December 29, 2024.

Except for the items described above, there were no other changes in the Company’s internal control over financial reporting during our fiscal quarter ended December 29, 2024, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

In addition to the matters discussed previously, the Company has considered engaging consultants as an extension of management to assist with accounting for acquisitions.

Except for the items described above, there were no other changes in the Company’s internal control over financial reporting during our fiscal year ended December 28, 2025, that have materially affected or are reasonably likely to affect our internal control over financial reporting materially.

Other Information.

Insider Trading Arrangements

During the registrant’s last fiscal quarter, no director or officer (as defined in Rule 16a-1(f)) adopted, modified, or terminated (i) any contract, instruction, or written plan for the purchase or sale of the registrant’s securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (a “Rule 10b5-1 trading arrangement”), or (ii) any “non-Rule 10b5-1 trading arrangement,” in each case as defined in Item 408(a) of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

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Gary Copperud

Chief Executive Officer and Director

Chief Executive Officer and Chairman

Kenneth Brimmer

Chief Operating Officer and Chairman

Chief Operating Officer and Chief Financial Officer

Allan Anderson

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Background Information about our Officers and Directors

Gary Copperud has served as the Chief Executive Officer and a director of the Company since July 31, 2018, when we completed the Share Exchange.

Gary Copperud has served as the Company’s Chief Executive Officer and a director since July 31, 2018, and Chairman since 2025.

He was a founding member of the predecessor to BT Brands in 2007.

He served as its managing manager and Chief Financial Officer from its inception until the completion of the Share Exchange.

Copperud was a founding shareholder of Next Gen Ice, Inc., now NGI Corporation, a provider of automated ice delivery systems to convenience stores and other markets.

Since July 2019, he has served as the chairman of its board of directors.

Copperud has served as CEO of Bagger Dave’s Burger Tavern since June, 2022.

Copperud was a founding shareholder of Next Gen Ice, Inc., now NGI Corporation.

Since April 1, 2025, he served as the chairman of its board of directors.

Copperud has served as CEO and a director of Bagger Dave’s Burger Tavern since June 2022.

Copperud is self-employed in real estate investment and development.

We believe Mr.

Copperud’s tenure with Burger Time and prior experience as a member of the board of directors of a public company qualifies him to serve on our board of directors.

Kenneth Brimmer has served as the Chief Operating Officer, Chairman of our board of directors, and Principal Accounting Officer since July 31, 2018.

Copperud’s tenure with Burger Time and prior experience as a member of the board of directors of a public company qualify him to serve on our board of directors.

Kenneth Brimmer has served as the Chief Operating Officer and Principal Accounting Officer since July 31, 2018, and was Chairman until April 1, 2025.

Since October 2019, Mr.

Brimmer has been a member of the board of directors of NGI Corporation (formerly Next Gen Ice, Inc.).

and currently serves as its Chief Financial Officer.

Sinc June, 2022, Mr.

Brimmer has served as also Chairman, COO, and Chief Financial Officer of Bagger Dave’s Burger Tavern , Inc.

Brimmer has a wide range of experience with several early-stage and rapidly growing businesses, serving at various times as President, Chief Executive Officer, director, and Audit Committee Chairman of several public and private companies.

Brimmer previously was the Chief Executive Officer of Hypertension Diagnostic, Inc.

He served on the board of HDI since 1998 and was its CEO from September 2012 until May 2020.

Brimmer has been a member of NGI Corporation’s board of directors and currently serves as Chief Financial Officer.

Since June 2022, Mr.

Brimmer has served as Chairman, COO, and Chief Financial Officer of Bagger Dave’s Burger Tavern, Inc.

Brimmer has extensive experience with early-stage and rapidly growing businesses, having served as President, Chief Executive Officer, director, and Audit Committee Chairman at several public and private companies.

Brimmer is the CEO of privately held Brimmer Company, LLC, which has provided consulting management services to BT Brands and NGI Corporation, Inc.

Brimmer was a Director of Landry’s Restaurants from June 2004 until April 2017 and served on the Audit and Compliance Committee of its Golden Nugget – New Jersey Casino.

Previously, he was President of Rainforest Cafe, Inc., which grew from start-up to over 6,000 employees from April 1997 until April 2000, and he was Treasurer from its inception in 1995 until April 2000.

Brimmer was a member of the board of directors of Landry’s Restaurants from June 2004 until April 2017 and served on the Audit and Compliance Committee of its Golden Nugget New Jersey Casino subsidiary.

Previously, he was President of Rainforest Cafe, Inc., which grew from a start-up to more than 6,000 employees from April 1997 to April 2000, and he served as Treasurer from its inception in 1995 to April 2000.

During the time Mr.

Brimmer served as Treasurer of Rainforest Cafe, it raised over $200 million through a combination of private and public stock offerings.

Prior to Rainforest, Mr.

Brimmer was employed by Berman Consulting, LLC, a financial and investment management company, from 1990 until April 1997.

Brimmer has a degree in accounting and worked as a certified public accountant (inactive) in the audit division of Arthur Andersen & Co.

from 1977 through 1981.

Brimmer holds a degree in accounting from Saint John’s University, Collegeville, Minnesota and worked as a certified public accountant (inactive) in Arthur Andersen & Co.’s audit division from 1977 through 1981.

We believe Mr.

Brimmer’s extensive career as a business executive, particularly his service as the chief operating officer of a major restaurant chain, qualifies him to serve on and chair our board of directors.

Allan Anderson joined our board of directors as an independent director and has served as the chairman of our audit committee since our common stock and warrants were listed on The Nasdaq Stock Market.

Brimmer’s extensive career as a business executive, particularly his service as the chief operating officer of a major restaurant chain, qualifies him to serve on our board of directors.

Allan Anderson joined our board of directors as an independent director and has served as the chairman of our audit committee since our November 12, 2021, initial public offering.

Anderson founded privately held ReliaFund Inc., for which he has served in various executive capacities.

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From 1975 to 1984, Mr.

Anderson was employed as an Audit Manager in the Audit Division of Arthur Andersen & Co.

Anderson was employed as an Audit Manager in Arthur Andersen & Co.’s Audit Division.

Anderson has served as a chief financial officer (or equivalent) for several private companies.

He previously served as an independent member of the board of directors of publicly the STEN Corporation, including serving as Chairman of its Audit Committee.

He previously served as an independent member of the board of directors of the publicly traded STEN Corporation, including serving as Chairman of its Audit Committee.

STEN Corporation is the entity from which the Company purchased its restaurant assets in 2007.

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Anderson holds a Bachelor of Arts degree in accounting from Southwest State University and was formerly licensed as a certified public accountant, which is now inactive.

We believe Mr Anderson is qualified to serve on our board of directors and as the chair of our audit committee because of his education, experience in accounting and audit work, and experience working at several companies as the chief financial officer.

Terri Tochihara-Dirks joined our board of directors as an independent director, serves as the chair of our compensation committee, and is a member of the audit committee, commencing on the date our common stock and warrants were listed on The Nasdaq Stock Market.

We believe Mr.

Anderson is qualified to serve on our board of directors and as chair of our audit committee due to his education, accounting and audit experience, and service as chief financial officer at several companies.

Terri Tochihara-Dirks joined our board of directors as an independent director, serves as chair of our compensation committee, and is a member of the audit committee, effective as of our November 12, 2021, initial public offering.

Since 2008, Ms.

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Her responsibilities include operations and infection prevention.

From 1986 to 2006, she held various positions with AT&T retiring in 2006 as the Mountain States Region Vice President of Sales.

From 1986 to 2006, she held various positions at AT&T, retiring as the Mountain States Region Vice President of Sales.

Tochihara-Dirks has served on several not-for-profit Boards of Directors, including the Denver Chamber of Commerce and Denver Junior Achievement.

Tochihara-Dirks is qualified to serve on our board, as the chair of the compensation committee, and as a member of our audit committee because of her broad business experience both operating her own business and as an executive of a multi-national corporation.

Tochihara-Dirks is qualified to serve on our board, as chair of the compensation committee, and as a member of our audit committee due to her broad business experience, including operating her own business and serving as an executive at a multinational corporation.

Fred Croci has been a director and member of our Audit Committee and Compensation Committee since October 25, 2025.

He has worked in the real estate industry for more than 50 years and has owned and operated seven restaurants.

Croci holds or has held real estate licenses in Iowa, Illinois, Colorado and Wyoming and has owned and managed commercial real estate brokerage firms in all of these states.

While owning and operating commercial real estate brokerage firms, he has also been involved in project development, construction, management, property rehabilitations and commercial remodels, single-family and multifamily housing projects, self-storage and commercial new construction, property management and maintenance, fee-based client consulting and investment counseling.

Over the last twelve years, Mr.

Croci has owned and managed Wheeler Commercial Property Services, LLC, a real estate brokerage firm located in Fort Collins, Colorado.

Since 2017, Mr.

Croci has been the principal of Commercial Broker’s Alliance, LLC, a development consulting firm, and he is also managing broker of Commercial Broker’s Alliance NOCO, LLC, a commercial brokerage firm.

Croci has owned and managed Commercial Brokers Alliance, LLC, a real estate brokerage and consulting firm located in Fort Collins, Colorado.

Croci is also Managing Broker of Commercial Broker’s Alliance NOCO, LLC, a commercial brokerage firm.

He has worked in the real estate industry for more than 50 years and has owned and operated seven restaurants.

While owning and operating commercial real estate brokerage firms, he has also been involved in project development, construction, management, property rehabilitation and commercial remodels, single-family and multifamily housing projects and subdivisions, self-storage and commercial new construction, property management and maintenance, fee-based client consulting and investment counseling.

We believe that Mr.

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Term of Office

All our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation, or removal.

All our directors will hold office until their successors have been elected and qualified, or appointed, or until the earlier of their death, resignation, or removal.

Executive officers are appointed and serve at the board of directors’ discretion.

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Election of Directors

Our bylaws provide that a majority vote of our stockholders will elect a member of our board of directors.

Our bylaws provide that a majority of our stockholders will elect a member of our board of directors.

Independence of our Board of Directors and Board Committees

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If a listed company does not have a nominating committee, as permissible under NASDAQ Listing Rules, director nominees must either be selected or recommended for the board’s selection by independent directors constituting a majority of the board’s independent directors in a vote in which only independent directors participate.

Our board of directors has evaluated the independence of its members based on the rules of the NASDAQ Stock Market and the SEC.

Our board of directors has evaluated the independence of its members in accordance with NASDAQ and SEC rules.

Applying these standards, our board of directors determined that Mr.

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Leadership Structure of the Board

Our bylaws provide our board of directors with the flexibility to combine or separate the positions of Chairman of our board of directors and Chief Executive Officer in accordance with its determination that utilizing one or the other structure would be in the Company’s best interests.

The board of directors currently separates the roles of Chief Executive Officer and Chairman of the board of directors to recognize the differences between the two roles.

Our Chief Executive Officer, who is also a member of our board of directors, is responsible for setting the strategic direction of the Company and the day-to-day leadership and performance of the Company, while the Chairman of the board of directors provides guidance to the Chief Executive Officer, sets the agenda for the board meetings, presides over meetings of the board of directors and seeks to reach a consensus on board decisions.

Although these roles are currently separate, the board believes it should be able to freely select the Chairman of the board of directors based on criteria that it deems to be in the best interest of the Company and its stockholders.

Therefore, one person may, in the future, serve as both the Chief Executive Officer and Chairman of the board of directors.

Role of Board in Risk Oversight Process

Our bylaws provide our board of directors with the flexibility to combine or separate the positions of Chairman of our board of directors and Chief Executive Officer, in accordance with its determination that either structure would be in the Company’s best interests.

The board of directors currently combines the roles of Chief Executive Officer and Chairman of the board of directors.

The board believes that this leadership structure promotes unified leadership and direction for the Company and facilitates effective execution of its strategic initiatives.

In this combined role, the Chief Executive Officer and Chairman is responsible for setting the strategic direction of the Company, overseeing its day-to-day operations, presiding over meetings of the board of directors, setting board agendas, and facilitating communication between management and the board.

The board of directors continues to believe that it should maintain the flexibility to determine the appropriate leadership structure based on the Company’s needs and the best interests of its stockholders.

Accordingly, the board may determine in the future to separate or combine the roles of Chief Executive Officer and Chairman of the board of directors.

Role of the Board in Risk Oversight Process

Our board of directors has oversight responsibility for the risk management process.

The board of directors administers its oversight function through committees, retaining responsibility for general oversight of risks.

The board of directors exercises its oversight function through committees, retaining responsibility for overall risk oversight.

The committee chairs will be responsible for reporting findings regarding material risk exposure to the board of directors as quickly as possible.

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Our compensation committee assesses and monitors any significant compensation-related risk exposure and the steps management should take to monitor or mitigate such exposure.

Meetings of the Board

During 2024, our board of directors held four in-person or telephonic meetings.

Each director attended at least 75% of the aggregate number of meetings of the board of directors and meetings of the committees of the board of directors on which they serve.

In addition, our board of directors acted unanimously with written consent on five occasions.

Board Committees

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Our independent registered public accounting firm and management periodically met privately with our audit committee four times during 2025.

Our audit committee assists our board of directors in its oversight of our accounting and financial reporting process and the audits of our financial statements.

Our audit committee assists our board of directors in overseeing our accounting and financial reporting processes and the audits of our financial statements.

Under its charter, our audit committee is responsible for, among other things:

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discussing with management and independent auditors the results of the annual audit and review of quarterly financial statements;

reviewing adequacy and effectiveness of internal control policies and procedures;

reviewing the adequacy and effectiveness of internal control policies and procedures;

approving the retention of independent auditors to perform any proposed permissible non-audit services;

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Preparing the audit committee report that the SEC requires in our annual proxy statement;

reviewing and evaluating the performance of the Audit Committee, including compliance with its charter.

Reviewing and evaluating the Audit Committee’s performance, including compliance with its charter.

Compensation Committee

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making recommendations to our board of directors regarding the compensation of non-employee directors;

reviewing and evaluating the performance of the compensation committee, including compliance with its charter.

reviewing and evaluating the compensation committee’s performance, including compliance with its charter.

Board and Committee Meetings

During 2025, our board of directors held six meetings via video conference.

Each director attended at least 75% of the aggregate number of meetings of the board of directors and meetings of the committees of the board of directors on which they serve.

In addition, our board of directors acted unanimously with written consent on five occasions.

During 2025, the Audit Committee met two times and the Compensation Committee did not meet.

Our independent directors meet in executive sessions without management at least quarterly.

All directors participated in such meetings through the use of electronic transmission.

During 2025, each member of the Board of Directors attended in person or participated in 75% or more of the aggregate of (i) the total number of meetings of the Board of Directors (held during the period for which such person has been a director) and (ii) the total number of meetings held by all committees of the Board of Directors on which such person served (during the periods that such person served).

Code of Ethics

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If we make any amendments to our Code of Ethics and Business Conduct other than technical, administrative, or other non-substantive amendments or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics and Business Conduct applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K.

We also intend to post any amendments to our Code of Ethics and Business Conduct or waivers of its requirements on our website, www.itsburgertime.com.

We also intend to post any amendments to our Code of Ethics and Business Conduct, or waivers of its requirements, on our website at www.itsburgertime.com.

Insider Trading Policy

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Clawback Policy

In March 2024, our Board adopted a Clawback Policy that applies to all of our current and former executive officers.

Under the Clawback Policy, if we are required to prepare an accounting restatement, we are required to recover from any current or former executive officers incentive-based compensation that was erroneously awarded during the three years preceding the date such a restatement was required.

In March 2025, our Board adopted a Clawback Policy applicable to all current and former executive officers.

Under the Clawback Policy, if we are required to prepare an accounting restatement, we are required to recover from any current or former executive officers’ incentive-based compensation that was erroneously awarded during the three years preceding the date such a restatement was needed.

Incentive compensation includes any annual bonuses and other short- and long-term cash incentives;

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Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Wyoming law.

Consequently, our directors will not be personally liable to our stockholders or us for monetary damages for any breach of fiduciary duties as directors, except liability for:

Consequently, our directors will not be personally liable to our stockholders or us for monetary damages for any breach of fiduciary duties as directors, except for liability for:

Any act or omission that involves intentional misconduct, fraud, or a knowing violation of law;

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Our bylaws also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding and permit us to secure insurance on behalf of any officer, director, employee, or another agent for any liability arising out of their actions in that capacity regardless of whether we would otherwise be permitted to indemnify them under Wyoming law.

We have entered and expect to continue to enter into agreements to indemnify our directors, executive officers, and other employees as determined by our board of directors.

We have entered into, and expect to continue to enter into, indemnification agreements with our directors, executive officers, and other employees, as determined by our board of directors.

With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines, and settlement amounts incurred by any of these individuals in any action or proceeding.

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We also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions included in our articles of incorporation and bylaws may discourage stockholders from bringing a lawsuit against our directors and officers for breach of their fiduciary duty.

The limitation-of-liability and indemnification provisions in our articles of incorporation and bylaws may discourage stockholders from bringing lawsuits against our directors and officers for breach of fiduciary duty.

They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit our stockholders and us.

Further, a stockholder’s investment may be adversely affected to the extent that we pay the costs of settlement and damage.

Further, a stockholder’s investment may be adversely affected to the extent we pay settlement costs and damages.

Executive Compensation.

Summary Compensation Table T

Summary Compensation Table

The following Summary Compensation Table sets forth all compensation earned in all capacities during the 2025 and 2024 fiscal years by our principal executive officer and principal financial officer (the named executive officers).

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Gary Copperud, Chief Executive Officer

Brimmer, Chief Operating and Financial Officer

Brimmer, Chief Operating Officer and Chief Financial Officer

Officer Compensation

In fiscal 2024, the Company paid Mr.

Copperud a salary of $250,000 to serve as our Chief Executive Officer, which included compensation payable under an Employment Agreement that we entered into with Mr.

Copperud in July 2022, as described below under the heading “ Employment Agreements.

” During fiscal year 2022, we paid Mr.

Copperud a salary of $150,000 to serve as the Chief Executive Officer.

During fiscal 2024, the Company paid Mr.

Brimmer a salary of $150,000 to serve as our Chief Financial Officer, which included salary payable under an Employment Agreement that we entered into with Mr.

Brimmer in July 2022, as described below under the heading “ Employment Agreements.

Employment Agreements

On July 7, 2022, the Company entered into an employment agreement with Gary Copperud, pursuant to which Mr.

Copperud was appointed to serve as our Chief Executive Officer.

Under the Agreement, Mr.

Copperud receives an annual base salary of $250,000, which shall be reviewed at least annually by the board.

Copperud is eligible to receive an annual bonus subject to the discretion of the board’s Compensation Committee.

The employment agreement is for a term of three years, subject to automatic extension for successive one-year periods unless terminated by either party.

The employment agreement may be terminated by us with or without cause (as defined therein).

In the event we terminate the employment agreement with cause or Mr.

Copperud terminates the agreement without good reason, including any failure to renew Mr.

Copperud’s employment, we will be required to pay Mr.

Copperud all accrued but unpaid base salary and accrued but unused vacation continued payment of his base salary, any earned but unpaid bonus.

In the event we terminate the employment agreement without cause, we will be required to pay Mr.

Copperud continued payment of his base salary for 12 months and a prorated bonus for the year of termination based on performance through the date of termination.

Copperud’s employment is terminated during the term on account of his death or disability (as defined in the agreement), Mr.

Copperud will be entitled to receive all accrued but unpaid base salary and accrued but unused vacation continued payment of his base salary, any earned but unpaid bonus.

In the event that Mr.

Copperud’s employment hereunder is terminated by him for good reason (as defined in the agreement) or by the Company on account of its failure to renew the agreement cause (as defined in the agreement), in each case following a change in control )(as defined in the agreement), Mr.

Copperud will be entitled to receive (i) all accrued but unpaid base salary, (ii) accrued but unused vacation, (iii) a lump sum payment equal to 2 times the sum of his base salary and bonus for the year in which the termination occurs, and (iv) (A) all outstanding unvested stock options will fully vest and become immediately exercisable for the remainder of their full term, (B) all outstanding equity-based compensation awards other than stock options that do not vest based on the attainment of performance goals will fully vest and any restrictions thereon will lapse, and (C) all outstanding equity-based compensation awards other than stock options that vest based on the attainment of performance goals shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

Upon his appointment as chief executive officer, Mr.

Copperud received a $100,000 signing bonus.

On July 7, 2022, the Company entered into an employment agreement with Kenneth Brimmer, pursuant to which Mr.

Brimmer was appointed to serve as our Chief Financial Officer.

Under the Agreement, Mr.

Brimmer receives an annual base salary of $150,000, which shall be reviewed at least annually by the board.

Brimmer is eligible to receive an annual bonus subject to the discretion of the board’s Compensation Committee.

The employment agreement is for a term of three years, subject to automatic extension for successive one-year periods unless terminated by either party.

The employment agreement may be terminated by us with or without cause (as defined therein).

In the event we terminate the employment agreement with cause or Mr.

Brimmer terminates the agreement without good reason, including any failure to renew Mr.

Brimmer’s employment, we will be required to pay Mr.

Brimmer all accrued but unpaid base salary and accrued but unused vacation continued payment of his base salary, any earned but unpaid bonus.

In the event we terminate the employment agreement without cause, we will be required to pay Mr.

Brimmer continued payment of his base salary for 12 months and a prorated bonus for the year of termination based on performance through the date of termination.

Brimmer’s employment is terminated during the term on account of his death or disability (as defined in the agreement), Mr.

Brimmer will be entitled to receive all accrued but unpaid base salary and accrued but unused vacation continued payment of his base salary, any earned but unpaid bonus.

In the event that Mr.

Brimmer’s employment hereunder is terminated by him for good reason (as defined in the agreement) or by the Company on account of its failure to renew the agreement cause (as defined in the agreement), in each case within 12 months following a change in control )(as defined in the agreement), Mr.

Brimmer will be entitled to receive (i) all accrued but unpaid base salary, (ii) accrued but unused vacation, (iii) a lump sum payment equal to 2 times the sum of his base salary and bonus for the year in which the termination occurs, and (iv) (A) all outstanding unvested stock options will fully vest and become immediately exercisable for the remainder of their full term, (B) all outstanding equity-based compensation awards other than stock options that do not vest based on the attainment of performance goals will fully vest and any restrictions thereon will lapse, and (C) all outstanding equity-based compensation awards other than stock options that vest based on the attainment of performance goals shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied.

In fiscal 2025, the Company paid Gary Copperud, our Chief Executive Officer, an annual base salary of $250,000 pursuant to his employment agreement entered into in July 2022, as described below under “Employment Agreements.” Mr.

Copperud did not receive any bonus or equity compensation during fiscal 2025.

During fiscal 2025, the Company paid Kenneth W.

Brimmer, our Chief Operating Officer and Financial Officer, an annual base salary of $150,000.

Brimmer did not receive any bonus or equity compensation during fiscal 2025.

Employment Agreement with Gary Copperud

On July 7, 2022, the Company entered into an employment agreement with Mr.

Copperud pursuant to which he serves as Chief Executive Officer.

The agreement provides for an annual base salary of $250,000, which the Board reviews at least annually.

Copperud is also eligible to receive a yearly bonus at the discretion of the Compensation Committee.

The agreement has an initial term of three years and is automatically renewed for successive one-year periods unless either party provides notice of non-renewal.

The Company may terminate the agreement with or without “cause” (as defined in the agreement), and Mr.

Copperud may terminate the agreement with or without “good reason” (as defined in the agreement).

If the Company terminates Mr.

Copperud’s employment for cause, or if Mr.

Copperud resigns without good reason, Mr.

Copperud is entitled to receive accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus, in each case through the date of termination.

If the Company terminates Mr.

Copperud’s employment without cause, Mr.

Copperud is entitled to receive (i) accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus through the date of termination, (ii) continued payment of his base salary for 12 months, and (iii) a prorated bonus for the year of termination based on performance through the date of termination.

Copperud’s employment is terminated due to death or disability (as defined in the agreement), he (or his estate, as applicable) is entitled to receive accrued but unpaid base salary, accrued but unused vacation, and any earned but unpaid bonus, in each case through the date of termination.

If, following a change in control (as defined in the agreement), Mr.

Copperud resigns for good reason or the Company terminates his employment other than for cause (or fails to renew the agreement), Mr.

Copperud is entitled to receive (i) accrued but unpaid base salary, (ii) accrued but unused vacation, (iii) a lump-sum payment equal to two times the sum of his base salary and bonus for the year in which the termination occurs, and (iv) accelerated vesting treatment for outstanding equity awards as provided in the agreement, including full vesting of unvested stock options and other time-based equity awards, with performance-based awards remaining subject to the applicable performance conditions.

The employment agreement does not provide for any tax gross-up or reimbursement for excise taxes that may be imposed under Sections 280G and 4999 of the Internal Revenue Code.

Any such excise taxes, if applicable, would be borne solely by Mr.

Compensation Plans

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The board’s Compensation Committee administers the 2019 Plan.

The compensation committee reviews and approves (or it deems appropriate, makes recommendations to our full board regarding) modifications to the 2019 Plan.

Subject to the terms of the 2019 Plan, the compensation committee has the authority to (i) grant and amend equity awards, (ii) interpret any provision of the 2019 Plan, any equity award, or any award agreement and (ii) make all determinations and decisions necessary for the administration of the 2019 Plan.

All determinations and decisions by the compensation committee under the 2019 Plan are at the sole discretion of the Compensation Committee and are binding.

The compensation committee reviews and approves (or, if it deems appropriate, recommends modifications to our full board to the 2019 Plan.

Subject to the terms of the 2019 Plan, the compensation committee has the authority to (i) grant and amend equity awards, (ii) interpret any provision of the 2019 Plan, any equity award, or any award agreement, and (iii) make all determinations and decisions necessary for the administration of the 2019 Plan.

All determinations and decisions by the Compensation Committee under the 2019 Plan are at the Compensation Committee’s sole discretion and are binding.

However, the board has retained the right to exercise the compensation committee’s authority to the extent consistent with applicable law and the applicable stock exchange requirements.

Number of Authorized Shares

The 2019 Plan allows the issuing of 1,000,000 shares of common stock upon awards granted.

The 2019 Plan permits the issuance of 1,000,000 shares of common stock upon the grant of awards.

Common stock covered by any unexercised portions of terminated or forfeited options granted under the 2019 Plan (including canceled options), restricted stock or restricted stock units forfeited, other stock-based awards terminated or forfeited as provided under the 2019 Plan, and common stock subject to any awards that are otherwise surrendered may again be subject to new awards under the 2019 Plan.

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Stock Options .

The Plan Administrator may grant a participant options to purchase our common stock that qualifies as incentive stock options for purposes of Section 422 of the Internal Revenue Code (“incentive stock options”).

The Plan Administrator may grant a participant the option to purchase our common stock that qualifies as an incentive stock option under Section 422 of the Internal Revenue Code (“incentive stock options”).

These options do not qualify as incentive stock options (“non-qualified stock options”) or a combination thereof.

The terms and conditions of stock option grants, including the quantity, price, vesting periods, and other conditions on exercise, will be determined by the Plan administrator.

The terms and conditions of stock option grants, including the number, exercise price, vesting periods, and other conditions of exercise, will be determined by the Plan administrator.

The Plan Administrator, in its discretion, will determine the exercise price for stock options, but non-qualified stock options and incentive stock options may not be less than 100% of the fair market value of one share of our company’s common stock on the date when the stock option is granted.

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Restricted shares are subject to forfeiture if the participant does not meet certain conditions, such as continued employment over a specified forfeiture period and the attainment of specified performance targets over the forfeiture period.

The Plan administrator also may award to a participant Units representing the right to receive shares of common stock in the future subject to the achievement of one or more goals relating to the completion of service by the participant and the achievement of performance or other objectives (“restricted units”).

The Plan Administrator may also award to a participant Units representing the right to receive shares of common stock in the future, subject to the achievement of one or more goals relating to the participant’s completion of service and to performance or other objectives (“Restricted Units”).

The Plan Administrator determines the terms and conditions of restricted shares and restricted unit awards.

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The Plan Administrator may grant equity-based or equity-related awards referred to as “other stock-based awards,” other than options, SARs, restricted shares, Restricted Units, or performance awards.

The Plan Administrator will determine the terms and conditions of each other stock-based award.

The Plan Administrator will determine the terms and conditions of each stock-based award.

Payment under any other stock-based awards will be made in common stock or cash, as determined by the Plan administrator.

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Chief Executive Officer

Brimmer, Chief Operating Officer

Brimmer, Chief Operating Officer and Chief Financial Officer

Pay Versus Performance

As a smaller reporting company, we are providing the following information pursuant to Item 402(u) of Regulation S-K for the fiscal years ended December 28, 2025, December 29, 2024, and December 31, 2023.

This disclosure reflects the relationship between compensation actually paid (“CAP”) to our Principal Executive Officer (“PEO”).

Pursuant to Item 402(v), the Company has selected Restaurant-Level EBITDA as its Company-Selected Measure, as management believes this metric best reflects operating performance and aligns with executive compensation decisions.

Pay Versus Performance Table

Compensation Actually

Restaurant-Level

$ (2,311,208 )

Equity Award Adjustments to Determine Compensation Actually Paid

The following table summarizes the adjustments made to the PEO’s Summary Compensation Table total in calculating Compensation Actually Paid:

Grant-Date Fair Value of Equity

Awards Granted During Year (SCT)

Value at Year-

End of Awards Granted During Year

Change in Fair Value of Prior Unvested Awards

Total Equity Adjustment

The fair value of restricted stock units was determined based on the closing market price of the Company’s common stock on the applicable measurement date.

The fair value of stock options was determined using a Black-Scholes option-pricing model consistent with the methodology and assumptions used for financial reporting under ASC 718.

Fair value for purposes of Compensation Actually Paid was measured as of the applicable year-end or vesting date, as required by SEC rules.

No stock awards or option awards were granted to the PEO during fiscal 2024 or fiscal 2025.

In addition, the PEO had no pension benefits, and no other items required adjustment under Item 402(u).

Accordingly, Compensation Actually Paid to the PEO equals the PEO’s total compensation as reported in the Summary Compensation Table for these years.

Calculation of Compensation Actually Paid

Compensation Actually Paid PEO remained consistent at $250,000 for each year presented.

In fiscal 2023, the Summary Compensation Table total included equity awards granted during the year, which are excluded from the calculation of Compensation Actually Paid in accordance with SEC rules.

The grant-date fair value of equity awards granted in fiscal 2023 was determined in accordance with ASC 718.

The Company does not maintain a defined benefit pension plan;

therefore, no pension-related adjustments were required.

Relationship Between Compensation Actually Paid and Net Income

In fiscal 2024, net loss increased significantly, reflecting impairment charges and equity losses.

In fiscal 2025, net loss improved substantially due to improved restaurant-level performance and the absence of impairment charges.

Compensation Actually Paid remained consistent at $250,000 for each of the years presented.

Relationship Between Compensation Actually Paid and Restaurant-Level EBITDA

Restaurant-level EBITDA increased significantly in fiscal 2025 compared to fiscal 2024, reflecting improved operating performance and cost controls.

Although Compensation Actually Paid remained consistent during the periods presented, the Company considers operating performance, including restaurant-level profitability, when evaluating executive compensation.

Equity award valuations, when applicable, may fluctuate based on changes in stock price independent of operating results.

Director Compensation

We have not adopted a compensation program for members of our board of directors and its committees.

We expect that the compensation of our directors will be designed to attract and retain committed and qualified directors and to align their compensation with the long-term interests of our stockholders.

Such compensation may consist of cash for meetings attended and options or other awards to purchase our common stock at the fair market value per share of common stock on the grant date, both upon joining the board and for each year of service.

We expect that our directors’ compensation will be designed to attract and retain qualified, committed directors and to align their compensation with our stockholders’ long-term interests.

Such compensation may consist of cash for meetings attended and options or other awards to purchase our common stock at the fair market value per share on the grant date, both upon joining the board and for each year of service.

Such awards will be subject to vesting as determined by the board’s Compensation Committee.

directors who are also executive officers will not be entitled to compensation for their service as a director, committee member, or chair of our board of directors or any committee of our board of directors.

In addition to such compensation, we will reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation setting out the expense incurred by such director.

These include reasonable transportation and lodging costs incurred for attendance at any board of directors meeting.

Upon closing our IPO and listing on The Nasdaq Stock Market in the fourth quarter of 2021, Allan Anderson, Teri Tochihara-Dirks, and Steven Schussler joined our board as non-employee directors.

Directors who are also executive officers are not entitled to compensation for their service as directors, committee members, or as chair of our board of directors or any committee of our board of directors.

In addition to such compensation, we will reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation detailing the expenses incurred by such director.

These include reasonable transportation and lodging costs incurred in attending any board of directors meeting.

Upon closing our IPO and listing on The Nasdaq Stock Market in the fourth quarter of 2021, Allan Anderson, Terri Tochihara-Dirks, and Steven Schussler joined our board as non-employee directors.

In 2024, Steve Schussler resigned from the Board, and Fred Croci was elected to the board.

We agreed to pay each employee director $500 for each board meeting attended, and $250 for each committee meeting attended.

In addition, we issued to each such person fully vested options to purchase 5,000 shares of common stock under the 2019 Plan, which are exercisable at $5.00 per share and expire ten years after the date of the grant we also have agreed to issue to each such person options to purchase 2,000 shares of common stock during each year that such person serves on the board of directors.

At the time of the IPO, we agreed to pay each non-employee director $500 for each board meeting attended and $250 for each committee meeting attended.

In addition, we issued to each such person fully vested options to purchase 5,000 shares of common stock under the 2019 Plan, exercisable at $5.00 per share and expiring 10 years after the grant date.

In 2024, each non-employee director was granted an option to purchase 5,000 shares of common stock at an exercise price of $1.61 per share, vesting over four years.

Upon joining the Board in October 2024, Fred Croci received a similar option grant.

In July 2025, Mr.

Croci was granted a one-year option to purchase 7,500 shares of common stock at an exercise price of $1.50 per share, which was vested immediately.

At the same time, Allan Anderson and Terri Tochihara-Dirks were each granted one-year options to purchase 2,500 shares of common stock at an exercise price of $1.50 per share, which vested immediately.

The following table sets forth all compensation awarded to, earned by, or paid to our directors for the year ended December 28, 2025.

Please note that Mr.

Copperud and Mr.

Brimmer receive no compensation for their role as directors, and the entirety of their compensation is reported in the Summary Compensation Table above.

Brimmer receive no compensation for their roles as directors, and all of their compensation is reported in the Summary Compensation Table above.

Fees Earned or Paid in Cash

Option Awards 1

Non-Equity Incentive

Plan Compensation

Change in Pension

Deferred Compensation Earnings

All Other Compensation

Allan Anderson

Terri Tochihara-Dirks

Steve Schussler

Reflects the full grant date fair value of the options granted to directors in 2025, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718.

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The percentage of shares beneficially owned is computed based on 6,154,724 shares of our common stock outstanding as of March 27, 2026.

We have determined beneficial ownership in accordance with the rules of the SEC.

We have determined beneficial ownership in accordance with SEC rules.

These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting or investment power with respect to such securities.

In addition, pursuant to such rules, we deemed outstanding shares of common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 27, 2026.

However, we did not deem such shares outstanding for computing the percentage ownership of any other person.

However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the beneficial owners named in the table below have sole voting and investment power with respect to all shares of our common stock that they beneficially own, subject to applicable community property laws.

The inclusion in the table below of any shares deemed beneficially owned does not constitute an admission of beneficial ownership of those shares.

Unless otherwise indicated, the address of each person listed below is c/o BT Brands, Inc.

405 Main Avenue West, Suite 2D, West Fargo, ND 58078.

Unless otherwise indicated, the address of each person listed below is c/o BT Brands, Inc., 10501 Wayzata Blvd, Suite 102, Minnetonka, Minnesota 55305.

Name of Beneficial Owner

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Sally Copperud (1)

Samuel Vandeputte

Trost Family Trust

Jeff Zinnecker

* Less than 1%.

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Each such person disclaims beneficial ownership of the other’s shares of common stock.

Includes 758,540 shares of common stock, warrants to purchase 5,000 shares of common stock acquired by this individual in the IPO in 2019, and 80,000 shares of common stock underlying currently exercisable options.

Does not include (i) 20,000 shares issuable upon the exercise of options that will not vest until 60 days after the date of this filing.

Includes 80,000 shares of common stock owned by Brimmer Company, LLC, an affiliate of Mr.

Brimmer, and 60,000 shares of common stock underlying currently exercisable options.

Does not include (i) 15,000 that will not vest until 60 days after the date of this filing.

Represents options to purchase shares of our common stock.

Includes public warrants to acquire 4,000 shares owned by Mr.

Croci and 5,000 options issued to Mr Croci when he joined the Company’s board of directors.

Includes (i) 1,091,923 shares of common stock, (ii) warrants to purchase up to 5,000 shares of common stock acquired by this individual in the IPO, and (iii) options to purchase up to 100,000 shares of common stock at a price of $2.58 per share.

Does not include 150,000 shares of common stock that would become issuable to Mr.

Copperud pursuant to an incentive share arrangement approved on February 27, 2024, under which such shares may be granted only if (and when) the Company’s common stock reaches a closing price of $8.50 per share for 20 consecutive trading days while the Company’s publicly traded warrants remain outstanding.

As of March 29, 2026, this condition had not been satisfied and no shares had been issued or were issuable under the arrangement.

Includes (i) 80,000 shares of common stock owned by Brimmer Company, LLC, an affiliate of Mr.

Brimmer, and (ii) options to purchase up to 75,000 shares of common stock at a price of $2.58 per share.

Does not include 100,000 shares of common stock that would become issuable to Mr.

Brimmer pursuant to an incentive share arrangement approved on February 27, 2024, under which such shares may be granted only if (and when) the Company’s common stock reaches a closing price of $8.50 per share for 20 consecutive trading days while the Company’s publicly traded warrants remain outstanding.

As of March 29, 2026, this condition had not been satisfied, and no shares had been issued or were issuable under the arrangement.

Includes options to purchase up to 10,500 shares of common stock at exercise prices ranging from $1.50 to $5.00 per share that have vested or will vest within 60 days of the date of this Report;

excludes options to purchase up to 3,000 shares of common stock at an exercise price of $1.61 per share that vest over the three years following the date of this Report.

Includes options to purchase up to 10,500 shares of common stock at exercise prices ranging from $1.50 to $5.00 per share that have vested or will vest within 60 days of the date of this Report;

excludes options to purchase up to 3,000 shares of common stock at an exercise price of $1.61 per share that vest over the three years following the date of this Report.

Includes (i) 4,000 shares of common stock purchased in the IPO, (ii) warrants to purchase up to 4,000 shares of common stock acquired in the IPO, and (iii) options to purchase up to 12,500 shares of common stock at prices ranging from $1.50 to $1.61.

Certain Relationships and Related Transactions, and Director Independence.

Policies and Procedures for Transactions with Related Parties

Our board of directors has approved policies and procedures with respect to the review and approval of certain transactions between us and Related Parties (as defined below), which we refer to as our “Related-Party Transaction Policy.” The following is a summary of material provisions of our Related-Party Transaction Policy.

Pursuant to the terms of our Related-Party Transaction Policy, any Related-Party Transaction (as defined below) will be required to be reported to the chair of the audit committee of our board.

The audit committee will then be required to review and decide whether to approve any such Related-Party Transaction.

Our Related-Party Transaction Policy defines a “Related-Party Transaction” as a transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which we (including any of our subsidiaries) were, are or will be a participant and the amount involved exceeds $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any Related Party had, has or will have a direct or indirect interest.

Our Related-Party Transaction Policy defines a “Related Party” as any person who is, or at any time since the beginning of our last fiscal year was, a director or executive officer or a nominee to become a director;

any person who is known to be the beneficial owner of more than five percent of our common stock;

any immediate family member of any of the foregoing persons, including any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, and any person (other than a tenant or employee) sharing the household of any of the foregoing persons;

and any firm, corporation or other entity in which any of the foregoing persons is a general partner or, for other ownership interests, a limited partner or other owners in which such person has a beneficial ownership interest of 10% or more.

Our board of directors has adopted a policy and procedures governing the review, approval, and ratification of transactions between the Company and related parties (the “Related-Party Transaction Policy”).

Under this policy, any Related-Party Transaction (as defined below) must be reported to the chair of the board of directors’ audit committee.

The audit committee reviews the material facts of each proposed transaction and determines whether to approve or ratify the transaction.

For purposes of the policy, a “Related-Party Transaction” is any transaction, arrangement, or relationship (or any series of similar transactions, arrangements, or relationships) in which the Company, including any of its subsidiaries, was, is, or will be a participant, the amount involved exceeds $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any Related Party has or will have a direct or indirect material interest.

A “Related Party” includes any person who is, or at any time since the beginning of the Company’s last fiscal year was, a director, executive officer, or nominee for director;

any person known to be the beneficial owner of more than five percent of the Company’s common stock;

any immediate family member of any of the foregoing persons;

and any entity in which any of the foregoing persons is a general partner or has a beneficial ownership interest of 10% or more.

Transactions with Related Parties

Below we describe transactions and any series of related transactions to which we were a party or may be a party and which we have entered into since January 3, 2021, or is currently proposed, in which the amounts involved exceed or will exceed the lesser of $120,000 or 1% of the average of our total assets as of the end of the last two completed fiscal years and any of our directors, executive officers or holders of more than five percent of our capital stock, or an affiliate or immediate family member or such persons, had or will have a direct or indirect material interest.

In connection with the refinancing of our mortgage debt in June 2021, Gary Copperud personally guaranteed each of the promissory notes evidencing loans on the real properties owned by the Company.

In 2019, the Company made cash advances to Next Gen Ice, Inc.

(NGI), totaling $179,000.

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

Our Chief Operating Officer, Kenneth Brimmer, is a member of the board of directors of NGI and serves as its Chief Financial Officer.

The Company invested $229,000 in NGI Series A1 8% Cumulative Convertible Preferred Stock on February 2, 2022,

The following describes transactions since January 3, 2021, and currently proposed transactions, in which the Company was or is a participant, the amount involved exceeded the applicable threshold under our Related-Party Transaction Policy, and in which any director, executive officer, holder of more than five percent of the Company’s capital stock, or any immediate family member or affiliate of such persons had or will have a direct or indirect material interest.

Mortgage Guarantees

In connection with the refinancing of the Company’s mortgage debt in June 2021, Gary Copperud, the Company’s Chief Executive Officer and Chairman, personally guaranteed the promissory notes evidencing loans secured by certain of the Company’s real properties.

NGI Corporation

From 2019 through 2025, the Company made a series of equity investments and loans to NGI Corporation (“NGI”).

The aggregate carrying value of the Company’s equity investment in NGI was $304,000.

Based on NGI’s recurring operating losses, its need for continued external financing to sustain operations, and the absence of observable market transactions supporting the carrying value of the Company’s minority investment, management determined that the investment was impaired.

Accordingly, during fiscal 2025, the Company recorded an impairment charge of $304,000, fully writing down its equity investment in NGI.

Gary Copperud, the Company’s Chief Executive Officer, served as Chairman of NGI’s board of directors from its inception until his resignation on April 1, 2025.

Kenneth Brimmer, the Company’s Chief Operating Officer, is a member of NGI’s board of directors and serves as its Chief Financial Officer.

In addition to its equity investment, the Company provided loans and advances to NGI pursuant to loan agreements granting the Company a senior secured interest in substantially all of NGI’s assets.

Effective December 26, 2025, the Company exercised its rights under these agreements and foreclosed on collateral securing the loans.

As a result of the foreclosure, the Company took possession of NGI’s remaining inventory of Disney-licensed aluminum water bottles (the “Bottle Inventory”).

Prior to the foreclosure, the Company owned bottle inventory with a carrying value of $380,861.

At the time of foreclosure, outstanding loans to NGI totaling $409,857, including $359,221 under a senior secured note acquired from a third-party lender, were satisfied through the foreclosure rights included in that note, resulting in BT Brands securing ownership of the Bottle Inventory.

As of December 28, 2025, the Company held Bottle Inventory with an aggregate carrying value of approximately $574,000 after adjustment to reduce to the estimated net realizable value, representing approximately 850,000 bottles.

Bagger Dave’s Burger Tavern, Inc.

Certain officers of the Company also serve as officers and directors of Bagger Dave’s Burger Tavern, Inc.

(“Bagger Dave’s”).

The Company owns approximately 40.7% of the outstanding shares of Bagger Dave’s and accounts for its investment under the equity method of accounting.

During fiscal 2025, the Company’s officers received no compensation from Bagger Dave’s, and there were no intercompany transactions between the Company and Bagger Dave’s.

Indemnification of Officers and Directors

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Further, we intend to enter into indemnification agreements with each of our directors and officers.

We have purchased a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement, or payment of a judgment under certain circumstances.

We have purchased a policy of directors’ and officers’ liability insurance that covers our directors and officers for the costs of defense, settlement, or payment of a judgment under certain circumstances.

For further information, see “Executive Compensation—Limitations of Liability and Indemnification Matters.”

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Pursuant to its charter, the Audit Committee is directly responsible for the appointment, retention, compensation, and oversight of our independent registered public accounting firm.

In addition to assuring the regular rotation of the lead audit partner as required by law, the Audit Committee participates in evaluating the lead audit partner and considers whether the firm should be regularly rotated.

In addition to ensuring the required rotation of the lead audit partner, as required by law, the Audit Committee evaluates the lead audit partner.

It considers whether the firm should be rotated regularly.

The Audit Committee is also required to review and pre-approve all of the audit and non-audit services to be performed by our independent registered public accounting firm, including the firm’s engagement letter for the annual audit of the consolidated financial statements and internal controls over financial reporting of the Company, the proposed fees in connection with such audit services, and any additional services that management chooses to hire the independent auditors to perform.

Additionally, the Audit Committee can establish pre-approval policies and procedures with respect to,920,920 the engagement of an independent registered public accounting firm for non-audit services.

In accordance with the Audit Committee Charter, all the foregoing audit and non-audit fees paid to, and the related service provided by, Boulay were pre-approved by the Audit Committee.

In accordance with the Audit Committee Charter, all the foregoing audit and non-audit fees paid to Boulay, and the related services provided by Boulay were pre-approved by the Audit Committee.

Audit Services

Boulay and its affiliates provided services consisting of the audit of the annual consolidated financial statements and review of the quarterly financial statements of the Company, accounting consultations and consents, and other services related to SEC filings by the Company and its subsidiaries and other pertinent matters and other permitted services to the Company.

Boulay and its affiliates provided services consisting of the audit of the Company’s annual consolidated financial statements and the review of the Company’s quarterly financial statements;

accounting consultations and consents;

and other services related to SEC filings by the Company and its subsidiaries, as well as other pertinent matters and other permitted services to the Company.

The following is a summary of the fees billed to us by Boulay for professional services rendered for the fiscal years ended December 28, 2025, and December 29, 2024:

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Articles of Incorporation, incorporated by reference to Appendix B to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on December 18, 2020.

Amendment to Articles of Incorporation, incorporated by reference to Appendix A to the Form S-3 filed with the Securities and Exchange Commission on

Amendment to Articles of Incorporation, incorporated by reference to Appendix A to the Form S-3 filed with the Securities and Exchange Commission on December 16, 2024.

Bylaws, incorporated by reference to Appendix C to the Schedule 14C Information Statement filed with the Securities and Exchange Commission on October 21, 2020.

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Form of Representative’s Purchase Warrant, incorporated by reference to Exhibit 4.5 to the Form S-1 filed with the Securities and Exchange Commission on October 15, 2021.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, incorporated by reference to Exhibit 4.5 to Registrant’s Annual Report on Form 10-K for the fiscal year ended December 29 2024, filed with the Securities and Exchange commission on March 31, 2025.

Share Exchange Agreement dated July 31, 2018, by and among Burger Time, Inc., BTND, LLC, Maxim Partners, LLC, Dayspring Capital, LLC, Gary Copperud, Sally Copperud, Jeffrey Zinnecker, Samuel Vandeputte, the Trost Family Trust, the Katelyn J.

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Employment Agreement dated as of July 7, 2022, by and between Gary Copperud and the Registrant, incorporated by reference to Exhibit 10.16 to the Form 10-K filed with the Securities and Exchange Commission on April 18, 2023.

Employment Agreement dated as of July 7, 2022, by and between Kenneth Brimmer and the Registrant, incorporated by reference to Exhibit 10.17 to the Form 10-K filed with the Securities and Exchange Commission on April 18, 2023.

Stock Purchase Agreement dated June 2, 2022, by and among BT Brands, Inc., as purchaser, and Michael Ansley, Manitou Blue LLC, Thomas M.

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Subsidiaries of the Registrant, filed herewith .

Consent of Boulay PLLP.

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.

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No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or notes thereto.

_____________

Form 10–K Summary.

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/s/ Kenneth Brimmer

Chief Operating Officer, Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer and Chairman)

Chief Operating Officer, Chief Financial Officer, (Principal Financial Officer and Principal Accounting Officer)

March 30, 2026

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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 9A. Controls and Procedures