Form 8-K

8-K — BT Brands, Inc.

Accession: 0001477932-26-001979

Filed: 2026-04-03

Period: 2026-03-30

CIK: 0001718224

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming

000-56113

91-1495764

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10501 Wayzata Blvd South, Suite 102,

Minnetonka, MN

55305

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (307) 274-3055

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☒

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock

BTBD

NasdaqCapital Market

Warrants

BTBDW

Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On March 30, 2026, BT Brands, Inc., a Wyoming corporation (the “Registrant” or the “Company”), announced its financial results for the fourth quarter and fiscal year ended December 28, 2025. The press release issued by the Registrant in connection with the announcement is attached to this report as Exhibit 99.1. The information in this Item 2.02 and Exhibits attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.

Description

99.1

Press Release dated March 30, 2026

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

BT BRANDS, INC.

Dated: April 2, 2026

By:

/s/ Gary Copperud

Gary Copperud

Chief Executive Officer

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EXHIBIT 99.1

BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances

Transformational Aero Velocity Merger

Company Executes Operating Turnaround While Positioning for Growth with Aerospace and AI Platform Transition

CONTACT FOR FURTHER INFORMATION:

Kenneth Brimmer 612-229-8811

MINNETONKA, Minn.--(BUSINESS WIRE)--March 30, 2026 — BT Brands, Inc. (Nasdaq: BTBD and BTBDW) (“BT Brands” or the “Company”) today reported financial results for the 52 weeks ended December 28, 2025, highlighting an operating turnaround and continued progress toward its proposed transformational merger with Aero Velocity, Inc.

2025 Highlights and recent developments include:

Restaurant-level EBITDA increased 138% to $1.7 million from $723,828 in 2024.

Operating loss improved approximately 80% to $(364,585) from $(1.8) million in 2024.

Net loss improved to $(687,839), or $(0.11) per share, compared to $(2.3) million, or $(0.37) per share, in 2024.

The Company ended the year with approximately $4.4 million in cash and marketable securities.

The Company recorded a $216,248 charge to reduce NGI bottled water inventory to estimated net realizable value.

BT Brands continues to advance its proposed merger with Aero Velocity, Inc.

During 2025, the Company improved performance through the closure of underperforming locations, tighter labor and food cost controls, and continued focus on operating efficiency with notable success at Burger Time and Pie In The Sky. These actions resulted in overall improved restaurant-level margins and a substantially lower operating loss despite lower revenue.

Transformational Upside: Aero Velocity Merger

BT Brands continues to advance its previously announced definitive merger agreement with Aero Velocity, Inc., which is expected to reposition the Company into a high-growth technology and infrastructure platform focused on AI-driven analytics and drone-based inspection services. Following the closing, all restaurant assets and related liabilities will be distributed to BT Brands' pre-merger shareholders. The post-merger company is expected to operate as Aero Velocity Inc. and remain listed on Nasdaq, subject to stockholder approvals, regulatory approval, and customary closing conditions.

Gary Copperud, the Company’s Chief Executive Officer, said:

“The year marked a turning point for BT Brands. We significantly improved our operating performance through disciplined execution and cost control. At the same time, we are advancing toward completing our proposed merger with Aero Velocity, an emerging leader in the fast-growing drone and services market.”

Kenneth Brimmer, Chief Financial Officer, added:

“Our focus on improving profitability, strengthening our balance sheet, and taking a disciplined approach to capital allocation drove meaningful improvement in 2025. With the Aero Velocity opportunity ahead, we believe the Company is well positioned for its next phase of growth.”

Outlook

BT Brands enters 2026 with an improved operating base, positive EBITDA, and a transformational strategic opportunity. Management remains focused on improving restaurant profitability and cash flow, advancing the Aero Velocity transaction, and enhancing shareholder value. The Company is not providing formal financial guidance at this time.

Financial Results Follow:

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(52 Weeks Ended)

52 Weeks

Ended,

52 Weeks

Ended,

December 28,

2025

December 29,

2024

SALES

$ 13,486,629

$ 14,823,472

COSTS AND EXPENSES

Food and paper costs

4,494,449

5,605,579

Labor costs

5,111,097

6,128,574

Occupancy costs

1,282,049

1,403,204

Other operating expenses

878,125

962,287

Depreciation and amortization

648,704

742,860

Impairment of restaurant and right-of-use assets

215,000

371,872

General and administrative

1,464,021

1,691,404

Gain on sale of assets

(242,231 )

(250,000 )

Total costs and expenses

13,851,214

16,655,780

Loss from operations

(364,585 )

(1,832,308 )

Unrealized gain (loss) on marketable securities

128,822

(93,458 )

Realized gain on marketable securities

380,764

143,340

Interest and dividend income

148,666

178,279

Interest expense

(81,621 )

(99,608 )

Related party impairments and other charges

(520,718 )

Other income

(74,728 )

13,930

Equity in loss of unconsolidated affiliate

(304,439 )

(415,085 )

Income tax expense

206,000

Net loss

$ (687,839 )

$ (2,311,208 )

Net loss per common share - Basic and Diluted

$ (0.11 )

$ (0.37 )

Weighted average shares used in computing per common share amounts

6,154,724

6,194,842

BT BRANDS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

ASSETS

December 28,

2025

December 29,

2024

Cash and cash equivalents

$ 846,167

$ 1,951,415

Marketable securities

3,596,133

2,319,555

Receivables

54,506

69,459

Inventory

230,443

272,603

Inventory – bottled water held for resale, net

574,000

Prepaid expenses and other current assets

22,152

117,621

Deferred transaction costs

150,450

10,000

Assets held for sale

424,123

258,751

Total current assets

5,897,973

4,999,404

Property, equipment and leasehold improvements, net

2,456,718

3,343,340

Operating lease right-of-use assets

1,267,699

1,724,052

Equity method investment in unconsolidated affiliate

304,439

Investment in equity and notes receivable from related company

424,000

Goodwill

796,220

Intangible assets, net

305,270

367,799

Other assets, net

21,171

37,543

Total assets

$ 10,740,052

$ 11,996,797

LIABILITIES AND SHAREHOLDERS' EQUITY

December 28,

2025

December 29,

2024

Accounts payable

$ 245,226

$ 612,059

Current maturities of long-term debt

191,531

185,009

Current operating lease obligations

358,939

274,511

Accrued expenses

421,867

371,356

Total current liabilities

1,217,563

1,442,935

Long-term debt, less current portion

1,899,592

2,091,335

Noncurrent operating lease obligations

1,209,509

1,497,300

Total liabilities

4,326,664

5,031,570

Total shareholders’ equity

6,418,388

6,965,227

Total liabilities and shareholders’ equity

$ 10,740,052

$ 11,996,797

Restaurant-level EBITDA

To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA (earnings before interest, taxes, depreciation, and amortization), which is not a measure defined by GAAP. This non-GAAP operating measure is useful to management and, the Company believes, investors because it provides a means to gauge the overall profitability of recurring, controllable core restaurant operations. Restaurant-level EBITDA should not be considered a substitute for or superior to operating income, which is calculated in accordance with GAAP.

2025

2024

Revenues

$ 13,486,629

$ 14,823,472

Loss from operations

(364,585 )

(1,832,308 )

Depreciation and amortization

648,704

742,860

Gain on sale of assets

(242,231 )

(250,000 )

Restaurant impairment and related charges

215,000

371,872

General and administrative, corporate-level expenses

1,464,029

1,691,404

Restaurant-level EBITDA

$ 1,720,909

$ 723,828

Restaurant-level EBITDA margin

12.4%

4.9%

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the proposed transaction with Aero Velocity, the anticipated timing of the transaction, the products and services offered by Aero Velocity and the markets in which it operates.

Forward-looking statements are based on management’s current expectations and assumptions. They are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to the completion of the proposed transaction, failure to obtain stockholder approvals, failure to satisfy other closing conditions, changes in market conditions, integration risks, and the risks described in BT Brands’ SEC filings available at www.sec.gov.

These statements speak only as of the date hereof, and the companies disclaim any obligation to update them except as required by law.

Additional Information and Where to Find It

In connection with the proposed transaction, BT Brands has filed a registration statement on Form S-4, subject to amendment, with the Securities and Exchange Commission (“SEC”), Investors and security holders are urged to read the registration statement, proxy statement/prospectus and other relevant documents filed or to be filed with the SEC when they become available because they will contain important information about BT Brands, Aero Velocity and the proposed transaction. Investors and security holders may obtain free copies of these documents, when available, through the SEC's website at www.sec.gov.

Participants in the Solicitation

BT Brands, Inc. and Aero Velocity Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Additional information regarding these persons and their interests in the proposed transaction is included in the Form S-4 and other relevant documents filed with the SEC.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

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