BT Brands, Inc. — fact timeline

Kenneth Brimmer resigned as Director at BT Brands, Inc..

“Effective May 26, 2026, Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer of BT Brands, Inc.”

Kenneth Brimmer resigned as Chief Financial Officer at BT Brands, Inc..

“Effective May 26, 2026, Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer of BT Brands, Inc.”

BT Brands, Inc. terminated Merger Agreement with Aero Velocity Inc. (effective 2026-05-01).

“On May 1, 2026, the Company delivered written notice to Aero terminating the Merger Agreement pursuant to Section 7.1(b) thereof.”

BT Brands, Inc. reported fiscal year ended December 28, 2025 results: revenue $ 13,486,629, net income $ (687,839 ), EPS $ (0.11 ).

“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”

BT Brands, Inc. received a nasdaq deficiency notice notice regarding shareholders (rules 5620(a)).

“January 14, 2026, BT Brands, Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5620(a), due to the Company’s failure to hold an annual meeting of shareholders for the fiscal year ended December 31, 2024. The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Capital Market. The Notice states that the Company has un”

BT Brands, Inc. amended First Amendment with Maxim Group LLC valued at $3,565,880 (effective 2025-11-21).

“The Company entered into Amendment No. 1 to the Agreement on November 21, 2025 (the “First Amendment”) to reflect this increase in the aggregate offering price of the ATM Offering Program”

Fred Croci was appointed as Director at BT Brands, Inc..

“On October 25, 2024, the board of directors appointed Fred Croci to serve as a member of the board of directors to fill the vacancy created by Mr. Schussler’s resignation.”

Steven W. Schussler resigned as Director at BT Brands, Inc..

“On October 24, 2024, Steven W. Schussler tendered his resignation as a member of the board of director of the Company and from the audit committee of the board of directors.”

BT Brands, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2024-02-16 meeting.

“Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm The appointment of Boulay, PLLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 was ratified.”

BT Brands, Inc. shareholders approved Election of Directors at the 2024-02-16 meeting.

“Proposal 1: Election of Directors The following nominees were elected to serve for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal.”

BT Brands, Inc. shareholders approved Approval of Amendment to 2019 Incentive Plan at the 2022-12-29 meeting.

“Proposal 3: Approval of Amendment to 2019 Incentive Plan. The Company’s stockholders approved an amendment to the Company’s 2019 Incentive Plan to increase the number of shares reserved for issuance under the Plan from 250,000 shares of common stock to 1,000,000 shares of common stock. The final voting results are as follows: For Against Abstain Broker Non-Vote 3,496,845 11,287 7,000 2,264,563”

BT Brands, Inc. shareholders approved Ratification of the Selection of Independent Registered Public Accounting Firm at the 2022-12-29 meeting.

“Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm The appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2023 was ratified. The final voting results are as follows: For Against Abstain Broker Non-Vote 5,772,374 45 7,276”

BT Brands, Inc. shareholders approved Election of Directors at the 2022-12-29 meeting.

“Proposal 1: Election of Directors The following nominees were elected to serve for a term of one year or until their successor has been elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows: Nominee For Against Abstain Broker Non-Vote Gary Copperud* 3,509,233 577 5,322 2,264,563 Kenneth Brimmer 3,509,084 726 5,322 2,264,563 Allan Anderson 1 3,509,233 577 5,322 2,264,563 Terry Tochihara-Dirks 1 , 2 3,509,233 577 5,322 2,264,563 Steven W. Schussler 1, 2 3,509,233 577 5,322 2,264,563 * Chairperson of the Board of Directors. (1) Current member of the Audit Committee with Mr. Anderson as Chairperson. (2) Current member of the Compensation Committee with Ms. Tochihara-Dirks as Chairperson.”