Filing Analysis
BT Brands, Inc. held its 2026 Annual Meeting of Shareholders on June 19, 2026. The company successfully elected four directors to the Board and confirmed a quorum was present.
📋 Key Facts
- Annual Meeting held on June 19, 2026.
- Quorum achieved with 3,355,159 shares present/represented out of 6,184,724 outstanding (approx. 54% participation).
- Four directors elected: Gary Copperud (Chair), Allan Anderson (Audit Committee Chair), Terri Tochihara-Dirks (Compensation Committee Chair), and Fred Croci.
- All nominees were elected to one-year terms.
Kenneth Brimmer resigned from his roles as Chief Financial Officer, principal financial officer, principal accounting officer, and member of the Board of Directors effective May 26, 2026.
🚩 Red Flags
- Simultaneous loss of CFO, Principal Financial Officer, and Principal Accounting Officer
- Lack of an interim or successor appointment, leaving a critical vacancy in financial oversight
- Loss of a Board member concurrently with the executive departure
📋 Key Facts
- Resignation effective date: May 26, 2026
- Kenneth Brimmer held multiple critical roles: CFO, Principal Financial Officer, Principal Accounting Officer, and Board Member
- The company has not yet appointed a successor or interim officer for any of these roles
- The filing states the resignation was not due to disagreements regarding operations, policies, or financial reporting
BT Brands, Inc. has terminated its Merger Agreement with Aero Velocity Inc. after the transaction failed to close by the extended deadline of April 30, 2026. The termination has been formally contested by Aero Velocity, signaling a potential legal dispute regarding the validity of the cancellation.
🚩 Red Flags
- Termination of a material definitive agreement intended for growth.
- Legal dispute: The target company (Aero Velocity) has formally challenged the validity of the termination.
- Regulatory delay: The failure to have a Registration Statement declared effective by the SEC suggests potential issues with the filing or the underlying transaction structure.
📋 Key Facts
- The Merger Agreement was originally entered into on September 2, 2025, involving Aero Merger Sub Inc. and Aero Velocity Inc.
- BT Brands delivered a written termination notice on May 1, 2026, citing Section 7.1(b) of the agreement.
- The closing was contingent on a Registration Statement being declared effective by the SEC, which did not occur by the April 30, 2026, outside date.
- On May 4, 2026, counsel for Aero Velocity asserted that the termination was invalid, a claim which BT Brands currently disputes.
- BT Brands states that no termination fee is payable and each party is responsible for its own transaction expenses under Section 5.8.
BT Brands, Inc. announced that its pending merger target, Aero Velocity Inc., has entered into a strategic partnership with AC Future, Inc. to develop a Mobile Drone Launch Vehicle (MDLV) for U.S. military and public-sector applications.
🚩 Red Flags
- The merger agreement was signed on September 3, 2025, and has not yet closed as of April 16, 2026, indicating a potentially prolonged closing process.
📋 Key Facts
- BT Brands entered into a Merger Agreement with Aero Velocity Inc. on September 3, 2025.
- Aero Velocity partnered with AC Future, Inc. to develop a Mobile Drone Launch Vehicle (MDLV) platform.
- The partnership combines Aero's UAS and ISR expertise with AC Future's mobility and smart platform engineering.
- The announcement was made at TEVCON in San Diego on April 14, 2026.
- The merger between BT Brands and Aero Velocity remains pending as of the filing date.
BT Brands, Inc. filed an auditor's consent to incorporate its fiscal year 2025 audit report into a Form S-3 registration statement. This is a routine administrative filing required to maintain the validity of a shelf registration or to facilitate a new securities offering.
📋 Key Facts
- The filing includes Exhibit 23.1, the consent of the independent registered public accounting firm.
- The consent relates to the audit report dated March 30, 2026, for the fiscal year ended December 28, 2025.
- The audit report is being incorporated by reference into the company's Registration Statement on Form S-3.
- The filing was made on April 6, 2026, following the company's annual report.
BT Brands, Inc. announced its financial results for the fourth quarter and fiscal year ended December 28, 2025. The results were released via a press release on March 30, 2026, and furnished to the SEC on April 3, 2026.
📋 Key Facts
- Financial results cover the fourth quarter and fiscal year ended December 28, 2025.
- The press release was issued on March 30, 2026.
- The filing was made under Item 2.02 (Results of Operations and Financial Condition).
- The report was signed by CEO Gary Copperud on April 2, 2026.
BT Brands provided an update on its pending merger with Aero Velocity Inc., announcing that the target company and its AeroShield Alliance partners are establishing a new headquarters in Mississippi. This move is intended to scale their public-sector solutions platform and expand their footprint in defense and infrastructure technology.
📋 Key Facts
- BT Brands entered into an Agreement and Plan of Merger with Aero Velocity Inc. on September 3, 2025.
- Aero Velocity and the AeroShield Alliance are establishing a new headquarters in Mississippi.
- The AeroShield Alliance is a consortium focused on AI, aerial systems, disaster recovery, and U.S. defense/security.
- The expansion is aimed at positioning the consortium to scale its public-sector solutions platform.
BT Brands, Inc. provided an update on its pending merger with Aero Velocity Inc., announcing that Aero Velocity has entered into a strategic alliance with SoftWash Systems. This alliance focuses on environmentally responsible exterior cleaning solutions and was disclosed via a press release.
📋 Key Facts
- BT Brands previously entered into a Merger Agreement with Aero Velocity Inc. on September 3, 2025.
- Aero Velocity has initiated a strategic alliance with Sanford, Florida-based SoftWash Systems.
- SoftWash Systems is described as a pioneer in environmentally responsible exterior cleaning.
- The filing includes a press release as Exhibit 99.1 regarding the alliance.
BT Brands, Inc. received a deficiency notice from Nasdaq for failing to hold its 2024 annual meeting of shareholders. The company is currently working on a merger agreement with Aero Velocity, Inc., which includes a special meeting to elect directors and approve the business combination.
🚩 Red Flags
- Delisting notice (Nasdaq non-compliance regarding annual meeting requirement).
- Tight timeline for merger approval (April 30, 2026) vs. potential compliance extension (June 29, 2026).
- Risk of termination of the Merger Agreement if the Special Meeting is delayed by regulatory or procedural hurdles.
📋 Key Facts
- Received written notice from Nasdaq on January 14, 2026, regarding non-compliance with Listing Rule 5620(a).
- The deficiency is due to failure to hold an annual meeting of shareholders for the fiscal year ended December 31, 2024.
- Company must submit a plan to regain compliance by March 2, 2026.
- Potential extension for compliance could last until June 29, 2026.
- The company filed an S-4 registration statement on December 31, 2025, regarding a merger with Aero Velocity, Inc. ('Aero').
- Merger Agreement contains a termination clause if the Special Meeting is not held and approved by April 30, 2026.
BT Brands, Inc. is executing a complex restructuring involving the merger of Aero Velocity Inc., which includes a planned spin-off of the target's assets into a new entity (BT Group) and a potential separate listing on an exchange. The filing provides detailed business descriptions and financial statements for the target company as part of this strategic transaction.
🚩 Red Flags
- Complex corporate restructuring involving a spin-off and potential new listing, which often introduces significant execution risk and dilution/dilution-like effects for existing shareholders.
- Warrant adjustment: The exercise price of outstanding public warrants may be adjusted due to the distribution of BT Group.
📋 Key Facts
- Merger Agreement between BT Brands, Inc. and Aero Velocity Inc. was previously reported on September 3, 2025.
- Restructuring plan: BT Brands will form a wholly-owned Wyoming subsidiary ('BT Group') to hold all transferred assets and liabilities.
- The transaction involves a 'Spin-Off' where shares of BT Group will be distributed to BT Brands common stockholders.
- Aero Velocity operates in the drone industry via five business units: CleanSweep, TankVision, TerraVision, SiteSnap, and HeatScope.
- Potential for Aero Velocity to enter contract manufacturing/assembly partnerships with OEMs as early as end of 2025.
- The company's fleet is intended to be compliant with the National Defense Authorization Act (NDAA) to support federal procurement.
BT Brands, Inc. has amended its existing Equity Distribution Agreement with Maxim Group LLC to increase the aggregate offering price of its 'at-the-market' (ATM) stock program. The total capacity for share sales under this program is now increased to $3,565,880.
🚩 Red Flags
- Increased ATM offering size suggests a continuous need for liquidity through equity dilution.
- The use of an ATM program is often indicative of micro-cap companies seeking immediate working capital, which can lead to significant shareholder dilution.
📋 Key Facts
- The Company entered into Amendment No. 1 to the Equity Distribution Agreement on November 21, 2025.
- The aggregate offering price of the ATM Offering Program was increased from an initial $3,005,000 to a total of $3,565,880.
- Maxim Group LLC serves as the sales agent for these at-the-market offerings.
- The company will file a prospectus supplement to its existing Form S-3 shelf registration statement (No. 333-283830) to cover the increased capacity.
BT Brands, Inc. has entered into a definitive merger agreement with Aero Velocity Inc., which includes a significant restructuring and spin-off of BT Brands' existing restaurant business. The transaction involves the issuance of multiple series of convertible preferred stock that will result in a massive dilution of legacy shareholders.
🚩 Red Flags
- Extreme dilution: Legacy BTBD shareholders are being diluted from 100% ownership down to ~11%.
- Control shift: The holders of Series A-1 Preferred Stock are expected to control the majority of voting power.
- Complex restructuring: The simultaneous merger and spin-off of existing assets creates significant complexity and potential for value leakage.
- Convertible preferred stock with reset features (Series B) which can lead to further dilution if stock price drops.
📋 Key Facts
- Merger Agreement entered into on September 2, 2025, with Aero Velocity Inc.
- Aero Velocity (a drone technology company) will become a wholly-owned subsidiary of BT Brands post-merger.
- Legacy stockholders of BT Brands will own only ~11% of the combined company on a fully diluted basis.
- Aero Velocity shareholders/designees will own approximately 89% of the combined company.
- The merger includes a concurrent financing where Aero Velocity shareholders invest $3M to $5M in Series B Preferred Stock.
- BT Brands plans to spin off its existing restaurant business (BT Group) into a separate entity for current stockholders.
BT Brands, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC to facilitate an 'at the market' (ATM) offering of common stock. The program allows for the sale of shares up to a maximum aggregate value of $3,005,000.
🚩 Red Flags
- Potential dilution for existing shareholders through the issuance of new common stock.
- ATM offerings are often used by micro-cap companies to raise immediate working capital, which can signal liquidity needs.
📋 Key Facts
- Entered into Equity Distribution Agreement with Maxim Group LLC on December 13, 2024.
- Maximum aggregate sales proceeds: $3,005,000.
- Sales will be conducted via an 'at the market' (ATM) offering program.
- Maxim Group LLC will act as the sales agent with a 3.0% commission on gross proceeds.
- The offering is subject to the effectiveness of a Form S-3 registration statement filed on December 13, 2024.
BT Brands, Inc. held its 2024 Annual Meeting of shareholders on December 6, 2024. The meeting resulted in the election of five directors and the approval of several shareholder proposals.
🚩 Red Flags
- Significant increase in authorized shares (from 50M to 150M) suggests potential future dilution via equity offerings.
📋 Key Facts
- Annual Meeting held on December 6, 2024.
- Quorum was established with 6,171,937 shares present (out of 6,246,118 outstanding).
- Five directors were elected: Gary Copperud, Kenneth Brimmer (Chairperson), Allan Anderson, Terri Tochihara-Dirks, and Fred Croci.
- Shareholders approved an amendment to increase authorized common stock from 50,000,000 to 150,000,000 shares.
- Ratification of Boulay, PLLP as the independent registered public accounting firm for fiscal year 2023 was approved.
- Shareholders voted in favor of a 1-year frequency for non-binding advisory votes on executive compensation.
BT Brands, Inc. announced the resignation of Steven W. Schussler from the Board of Directors and the Audit Committee on October 24, 2024. The company simultaneously appointed Fred Croci to fill the vacancy and serve on the Audit and Compensation Committees.
🚩 Red Flags
- Acceleration of all unvested options for a departing director can be viewed as a non-standard compensation event, though common in certain separation agreements.
📋 Key Facts
- Steven W. Schussler resigned as a director and Audit Committee member effective October 24, 2024.
- Upon resignation, all unvested options under the 2019 Incentive Plan were accelerated and became fully vested.
- The company stated the resignation was not due to any disagreement regarding operations, policies, or practices.
- Fred Croci appointed to the Board of Directors on October 25, 2024, filling the vacancy in all capacities (Audit and Compensation Committees).
- Mr. Croci was granted options for 5,000 shares of common stock at $1.73 per share, fully vested upon grant.
BT Brands, Inc. announced that its Board of Directors has authorized a stock repurchase program to acquire up to 625,000 shares of common stock.
📋 Key Facts
- Board authorization for a stock repurchase program on June 6, 2024.
- Repurchase limit is set at 625,000 shares.
- The repurchase amount represents approximately 10.0% of the Company's currently issued and outstanding common stock.
BT Brands, Inc. held its 2023 Annual Meeting of shareholders on February 16, 2024. The meeting resulted in the election of five directors and the ratification of Boulay, PLLP as the company's independent auditor.
🚩 Red Flags
- High number of 'Broker Non-Votes' (over 2.4 million shares) suggests significant non-participation or lack of direction from institutional/brokerage holders on director elections.
📋 Key Facts
- Annual Meeting held on February 16, 2024.
- Quorum was established with 6,000,666 shares present (out of 6,461,118 outstanding).
- Five directors were elected: Gary Copperud, Kenneth Brimmer, Allan Anderson, Terri Tochihara-Dirks, and Steven W. Schussler.
- Boulay, PLLP was ratified as the independent registered public accounting firm for the fiscal year ended December 31, 2023.