Offerings // BT Brands, Inc.

BTBD offering history

Every offering-related filing in BT Brands, Inc.’s recent SEC record — registrations (announced capacity) kept separate from pricing documents (executed sales). Reviewed 141 filings back to Sep 28, 2017.

Last executed offering

Dec 1, 2025

424B5 — priced deal (shares or notes)

Last registration (announced)

Dec 16, 2024

S-3 — capacity, not a sale

Executed, last 12 months

424B pricings + 8-K 3.02 sales

Registered, last 12 months

S-1/S-3/F-series registrations

Date	Filing		What it means
Aug 4, 2026	RW →	WITHDRAWN	Registration withdrawn
Dec 1, 2025	424B5 →	EXECUTED	Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)
Dec 20, 2024	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Dec 16, 2024	S-3 →	REGISTERED	S-3 registration — capacity to sell shares, not a sale yet
Nov 7, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 27, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 27, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 21, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 21, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 12, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 12, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Oct 11, 2022	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 16, 2021	424B4 →	EXECUTED	Final prospectus — offering priced (typical for IPOs and marketed share deals)
Nov 12, 2021	S-1MEF →	REGISTERED	S-1MEF registration — capacity to sell shares, not a sale yet
Nov 12, 2021	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Nov 9, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Oct 29, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Oct 15, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Sep 17, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Mar 25, 2021	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Nov 25, 2020	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet
Nov 15, 2019	424B3 →	UPDATE	Prospectus update — often a resale registration, not necessarily new capital
Nov 12, 2019	EFFECT →	EFFECTIVE	SEC declared a registration effective — selling can begin
Nov 6, 2019	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Nov 1, 2019	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Oct 18, 2019	S-1/A →	REGISTERED	S-1/A registration — capacity to sell shares, not a sale yet
Aug 13, 2019	S-1 →	REGISTERED	S-1 registration — capacity to sell shares, not a sale yet

BTBD offering-related filings from SEC EDGAR, newest first (capped at 40). Each links to the original document.

Two honest limits. (1) A 424B takedown can price shares or notes— EDGAR’s metadata doesn’t say which, so open the document: large investment-grade filers use these mostly for bond deals (no dilution), small-caps mostly for shares. (2) At-the-market (ATM) programs sell shares gradually and individual sales are not separately filed — the visible footprint is the enabling shelf and its 424B5; actual ATM share counts surface later in the 10-Q/10-K share count. Educational information from public filings, not investment advice.

Is a shelf active now? →Do they need money? →Red flags →Full BTBD workspace →

BTBD offering FAQ

When did BTBD last execute an offering?

Per SEC filings, BT Brands, Inc.'s most recent priced offering document is a 424B5 filed 2025-12-01. Note a 424B takedown can price shares or notes (debt) — the linked document says which.

When did BTBD last announce or register an offering?

The most recent registration is a S-3 filed 2024-12-16. A registration is capacity to sell shares — not a sale.

Does an offering always mean dilution?

Registered direct offerings and shelf takedowns issue new shares and dilute existing holders. Resale registrations (424B3/B7) let existing holders sell and do not create new shares. Secondary sales by insiders also do not dilute. Each row here is labeled with what it is.