BT Brands, Inc. Files 8-K for Material Agreement
Ticker: BTBDW · Form: 8-K · Filed: Sep 3, 2025 · CIK: 1718224
Sentiment: neutral
Topics: material-agreement, filing, regulation-fd
Related Tickers: BTBD
TL;DR
BT Brands (BTBD) filed an 8-K on 9/3 for a material definitive agreement dated 9/2.
AI Summary
On September 2, 2025, BT Brands, Inc. entered into a material definitive agreement. The company also made a Regulation FD disclosure and filed financial statements and exhibits. The filing was made on September 3, 2025.
Why It Matters
This filing indicates a significant event for BT Brands, Inc., likely involving a new contract or partnership that could impact its business operations and financial performance.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities, and the specifics of this agreement are not detailed in the provided summary, requiring further investigation.
Key Players & Entities
- BT Brands, Inc. (company) — Registrant
- September 2, 2025 (date) — Date of earliest event reported
- September 3, 2025 (date) — Date of report filing
- Burger Time, Inc. (company) — Former company name
FAQ
What is the nature of the material definitive agreement entered into by BT Brands, Inc. on September 2, 2025?
The provided filing summary does not specify the details of the material definitive agreement, only that one was entered into on September 2, 2025.
What specific items are included in the financial statements and exhibits filed with this 8-K?
The filing summary indicates that financial statements and exhibits were filed, but does not list their specific contents.
What is the significance of the Regulation FD disclosure mentioned in the filing?
A Regulation FD disclosure ensures that material information is broadly disseminated to the public, preventing selective disclosure to certain investors.
When was BT Brands, Inc. incorporated, and in which jurisdiction?
BT Brands, Inc. was incorporated in Wyoming.
What was BT Brands, Inc. formerly known as?
BT Brands, Inc. was formerly known as Burger Time, Inc.
Filing Stats: 4,800 words · 19 min read · ~16 pages · Grade level 20 · Accepted 2025-09-03 14:01:18
Key Financial Figures
- $3 million — heir designees will invest a minimum of $3 million and up to a maximum of $5 million in Pa
- $5 million — um of $3 million and up to a maximum of $5 million in Parent Series B Convertible Preferre
- $10,000 — erred Stock will have a stated value of $10,000 per share and will be convertible into
- $1.83 — ock at an estimated conversion price of $1.83 per share of Parent Common Stock, subje
- $3,500,000 — shall pay to the other Party the sum of $3,500,000. 8 Exclusivity From the Execution
Filing Documents
- btbd_8k.htm (8-K) — 87KB
- btbd_ex21.htm (EX-2.1) — 512KB
- btbd_ex101.htm (EX-10.1) — 73KB
- btbd_ex991.htm (EX-99.1) — 21KB
- btbd_ex992.htm (EX-99.2) — 10KB
- btbd_ex992img2.jpg (GRAPHIC) — 218KB
- btbd_ex992img4.jpg (GRAPHIC) — 124KB
- btbd_ex992img3.jpg (GRAPHIC) — 129KB
- btbd_ex992img6.jpg (GRAPHIC) — 71KB
- btbd_ex992img17.jpg (GRAPHIC) — 84KB
- btbd_ex992img16.jpg (GRAPHIC) — 122KB
- btbd_ex992img15.jpg (GRAPHIC) — 103KB
- btbd_ex992img14.jpg (GRAPHIC) — 129KB
- btbd_ex992img13.jpg (GRAPHIC) — 118KB
- btbd_ex992img12.jpg (GRAPHIC) — 120KB
- btbd_ex992img11.jpg (GRAPHIC) — 136KB
- btbd_ex992img10.jpg (GRAPHIC) — 132KB
- btbd_ex992img1.jpg (GRAPHIC) — 87KB
- btbd_ex992img7.jpg (GRAPHIC) — 101KB
- btbd_ex992img8.jpg (GRAPHIC) — 103KB
- btbd_ex992img9.jpg (GRAPHIC) — 72KB
- btbd_8kimg1.jpg (GRAPHIC) — 4KB
- btbd_ex992img5.jpg (GRAPHIC) — 128KB
- 0001477932-25-006486.txt ( ) — 3715KB
- btbd-20250902.xsd (EX-101.SCH) — 5KB
- btbd-20250902_lab.xml (EX-101.LAB) — 16KB
- btbd-20250902_cal.xml (EX-101.CAL) — 1KB
- btbd-20250902_pre.xml (EX-101.PRE) — 12KB
- btbd-20250902_def.xml (EX-101.DEF) — 6KB
- btbd_8k_htm.xml (XML) — 5KB
01. Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement. On September 2, 2025 (the " Execution Date "), BT Brands, Inc. (" Parent "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") among Parent, Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (" Merger Sub "), and Aero Velocity Inc., a Delaware corporation (the " Company "). Parent, Merger Sub and the Company are sometimes referred to in this Current Report on Form 8-K individually as a " Party " and collectively as the " Parties ." Capitalized terms used but not otherwise defined in this Current Report on Form 8-K shall have the meanings ascribed to such terms in the Merger Agreement. Pursuant to the terms of the Merger Agreement, upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (the " Effective Time "), Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as a direct, wholly owned subsidiary of Parent (the " Surviving Corporation ") in accordance with the Delaware General Corporation Law (as amended, the " DGCL "). Pursuant to the Merger Agreement, at the Effective Time, all of the outstanding shares of the Company's capital stock (the " Company Stock ") will be converted into the right to receive an aggregate of 10,110 shares of Parent Series A-1 Convertible Preferred Stock (the " Parent Series A-1 Preferred Stock ") and Parent Series A-2 Convertible Preferred Stock (the " Series A-2 Preferred Stock "), the terms of which are generally described below (the " Merger Consideration "). The Merger Agreement contemplates that the Company's existing shareholders or their designees will invest a minimum of $3 million and up to a maximum of $5 million in Parent Series B Convertible Preferred Stock (the " Parent Series B Preferred Stock "), the terms of which are generally described below, in connection with the Merger (the " Concurrent Financing "). U