BT Brands to merge with Aero Velocity in reverse merger; legacy holders diluted to ~11%

BT Brands, Inc.

• Aero Velocity shareholders to receive 10,110 shares of BT Brands Series A-1 and A-2 Preferred Stock ($10,000 stated value each) as merger consideration.
• Concurrent financing of $3-5 million via Series B Convertible Preferred Stock to be invested by Aero Velocity shareholders.
• Post-merger ownership: legacy BT Brands stockholders ~11%; Aero Velocity holders ~89% on fully diluted basis.
• BT Brands to spin off restaurant operations into new subsidiary BT Group and distribute to common stockholders.
• New board of five directors named by Aero Velocity; Mark Hastings to serve as CEO and President.