Chief Financial Officer and Director — Kenneth Brimmer: Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer without a named successor.

Termination of a Material Definitive Agreement. On September 2, 2025, BT Brands, Inc., a Wyoming corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Aero Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), and Aero Velocity Inc., a Delaware corporation (“Aero”). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, Merger Sub was to merge with and into Aero…

Other Events. As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2025, BT Brands, Inc. ( “ BT Brands” ) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) among BT Brands, Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”), and Aero Velocity Inc., a Delaware corporation (“ Aero Velocity ”, “ Aero ” or the “ Company ”). Attached as Exhibit 99.1…

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

Other Events. As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2025, BT Brands, Inc. ( “ BT Brands” ) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) among BT Brands, Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”), and Aero Velocity Inc., a Delaware corporation (“ Aero Velocity ”, “ Aero ” or the “ Company ”). Attached as Exhibit 99.1…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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…

Other Events. As previously reported in our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 3, 2025, BT Brands, Inc. ( “ BT Brands” ) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) among BT Brands, Aero Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“ Merger Sub ”), and Aero Velocity Inc., a Delaware corporation (“ Aero Velocity ”, “ Aero ” or the “ Company ”). The Merger Agreement con…

Entry into a Material Definitive Agreement. As previously disclosed in its filings with the U.S. Securities and Exchange Commission (“SEC”), on December 13, 2024, BT Brands, Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Original Agreement”) with Maxim Group LLC. as sales agent (the “Agent”), by and between the Company and the Agent. Pursuant to the terms of the Agreement, the Company may sell from time to time through the Agent the Company’s common stock, par value…

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…

of Current Report on Form 8-K under the Exchange Act containing amended financial information; or (v) otherwise after each reasonable request by Agent (each of such date referred to herein as a “ Bringdown Date ”), the Company shall cause Ruffa & Ruffa, P.C., counsel for the Company, to furnish to the Agent its written opinion and negative assurance letter, in form and substance reasonably acceptable to the Agent’s counsel dated as of a date within three (3) days after the applicable Bringdow…

Director — Steven W. Schussler: Mr. Schussler tendered his resignation as a member of the board of directors and from the audit committee.

Other Events. On June 6, 2024, the Company issued a press release announcing that the Company’s Board of Directors has authorized a stock repurchase program to acquire up to 625,000 shares, or approximately 10.0%, of the Company's currently issued and outstanding common stock. For more information, reference is made to the Company’s press release dated June 6, 2024, a copy of which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Completion of Acquisition or Deposition of Assets Completion of acquisition of assets of Pie in the Sky Coffee and Bakery On August 4, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) announced that it had completed the acquisition of substantially all of the assets of Von Stephan Village Bier Garten (“Village Bier Garten’s”), a German-themed casual restaurant and bar concept featuring authentic German food and imported German beers combined with regular entertainment, creating an entertai…

Completion of Acquisition or Deposition of Assets. Completion of acquisition of assets of Pie in the Sky Coffee and Bakery On May 11, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) announced that it had completed the acquisition of substantially all of the assets of Pie in the Sky, Inc. (“Pie in the Sky”), a coffee shop and bakery located in Woods Hole, Massachusetts.

Completion of Acquisition or Deposition of Assets. Completion of acquisition of assets of Keegan’s Seafood Grille, Inc. On March 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) announced that it had completed the acquisition of substantially all of the assets of Keegan’s Seafood Grille, Inc., a dine-in restaurant offering a variety of traditional fresh seafood items for lunch and dinner and a selection of beer and wine, that has served customers in the Clearwater and St. Petersburg, Fl…

Entry into a Material Definitive Agreement. On June 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) completed the acquisition of approximately 41.4% of the outstanding shares of common stock of Bagger Dave’s Burger Tavern, Inc. (www.baggerdaves.com) for $1,260,000 from Michael Ansley, Bagger Dave’s president and largest stockholder. On the closing date, Mr. Ansley returned for cancellation his shares of preferred stock in Bagger Dave’s, which comprised all of the outstanding preferred…

Entry into a Material Definitive Agreement. On May 11, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) consummated the acquisition of substantially all of the assets of Pie in the Sky Coffee and Bakery (www.piecoffee.com), a coffee shop and bakery located two blocks from the Steamship Authority and ferry dock in Woods Hole, Massachusetts. Pie in the Sky serves breakfast and lunch and offers patrons freshly roasted coffee and branded merchandise. We acquired the assets for an aggregate pur…

Entry into a Material Definitive Agreement. On March 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) consummated the acquisition of substantially all of the assets of Keegan’s Seafood Grille, Inc., an operating restaurant located in Indian Rocks Beach, Florida through a newly formed subsidiary. We acquired the assets for an aggregate purchase price of $1,150,000. The acquired assets have operated as Keegan’s Seafood Grille for more than 35 years, primarily serving the Clearwater and St…

Entry into a Material Definitive Agreement. Public Offering of Units Pricing and Closing On November 12, 2021, BT Brands, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC (“Maxim”) and Joseph Gunnar & Co., LLC, as the representatives of the several underwriters (the “Underwriters”), for an underwritten public offering (the “Public Offering”) of (i) 2,400,000 units with a public offering price of $5.00 per unit, each containing one…