Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
Our common stock began trading on the Nasdaq Stock Market under the symbol “BTBD” on November 12, 2021, and our warrants issued as part of the units sold in the IPO commenced trading on the Nasdaq Stock Market under the symbol “BTBDW” on November 12, 2021.
Stockholders
As of March 1, 2026, approximately 36 stockholders of record held 6,154,724 issued and outstanding shares of common stock. The number of record holders reflects the actual number of holders registered with our transfer agent. 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.
Dividends
We have never declared or paid cash dividends on our capital stock. We do not anticipate paying cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to support our operations and finance 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.
Issuer Purchases of Equity Securities
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”). 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. 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.
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. 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.
Additional information regarding the Share Repurchase Program is included under “Share Repurchase Program” in Note 9 to the consolidated financial statements.
Period
Total
number of shares purchased
Average
price paid
per share (1)
Shares
purchased
as part of the publicly
announced
program
Maximum number of shares available for purchase under the Plan
January 1, 2024 – December 29, 2024
91,394
$ 1.561
91,394
533,606
December 30, 2024 – December 28, 2025
-
-
-
533,606
(1) Calculated inclusive of commissions.
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Recent Sales of Unregistered Securities
We did not sell any equity securities during the year ended December 28, 2025.
Securities Authorized for Issuance under Equity Compensation Plans
In October 2019, our board of directors and stockholders adopted the 2019 Incentive Stock Plan (the “Plan”). 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. The plan is intended to attract, motivate, and retain qualified personnel and enhance stockholder value. Awards that lapse or are forfeited again become available for grant.
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. A total of 46,000 options have been granted to non-employee directors, including 10,000 to a former director of the company. 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. 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.
Effective February 27, 2023, our board of directors approved a total grant of 250,000 shares of common stock to two officers (the “Grant Shares”). The Grant Shares vest when our common stock trades for $8.50 per share for 20 consecutive trading days. This requirement entitles the Company to redeem the common stock warrant issued in our IPO.
Number of securities to be issued upon exercise of outstanding options
Weighted-average exercise price of outstanding options
Number of securities remaining available for issuance under equity compensation plans
Equity compensation plans approved by security holders.
281,750
$ 2.39
718,250
Equity compensation plans not approved by security holders.
100,000
$ 2.50
-
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Item 6. Reserved