EXHIBIT 99.1
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 2, 2022
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.) |
405 West Main Avenue, Suite 2D, West Fargo, ND |
| 58078 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (701) 277-0080
_______________________________________________
(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 |
| Nasdaq Capital 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 1.01. 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. Petersburg, Florida markets. As part of the purchase, we acquired the “Keegan’s Seafood Grille” tradename, and we plan to continue to operate the property under the Keegan’s Seafood Grille name.
Concurrent with the purchase of Keegan’s assets, we entered into a 132-month triple-net lease for the property occupied by Keegan’s with an unrelated landlord. Terms of the lease provide for an initial rent of $5,000 per month, increasing annually at the greater of 3% or the increase in the Consumer Price Index over that period.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
| Exhibit |
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104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
| 2 |
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. |
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Dated: March 8, 2022 | By: | /s/ Gary Copperud |
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| Gary Copperud |
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| Chief Executive Officer |
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| 3 |
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3
For Immediate Release – March 3, 2022
BT BRANDS, INC. ACQUIRES KEEGAN’S SEAFOOD GRILL
WEST FARGO, ND BT BRANDS, INC. (NASDAQ, BTND) announced today that it completed the acquisition of Keegan’s Seafood Grill. Keegan’s Seafood Grill. Keegan’s has served an extensive menu of local seafood favorites in the Indian Rocks, Florida community near Clearwater, Florida, for more than 35 years. Commenting on the acquisition, CEO Gary Copperud noted, “the Keegan’s purchase is expected to exceed our target returns and is an excellent initial purchase following our Initial Public Offering in November of last year.”
About BT Brands Restaurants Inc.: BT Brands Restaurants Inc. (BTBD) owns operates fast-food restaurants called Burger Time. Following its November 2021 public offering, the Company is seeking acquisitions within the restaurant industry. The Company also operates one unit in Minnesota as a franchisee of International Dairy Queen. The Company operates three Burger Time locations in Minnesota, four in North Dakota, and two in South Dakota.
Forward-Looking Statements Disclaimer:
This press release contains forward-looking statements within the meaning of federal securities laws. The words “intend,” “may,” “believe,” “will,” “should,” “anticipate,” “expect,” “seek,” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, which may cause the Company’s actual results to differ materially from results expressed or implied by the forward-looking statements. These risks include such factors as the disruption to our business from COVID-19 pandemic and the impact of the pandemic on our results of operations, financial condition, and prospects which may vary depending on the duration and extent of the pandemic and the impact of federal, state and local government actions and customer behavior in response to the pandemic, the impact and duration of staffing constraints at our restaurants, the uncertain nature of current restaurant development plans and the ability to implement those plans and integrate new restaurants, delays in developing and opening new restaurants because of weather, local permitting or other reasons, increased competition, cost increases or shortages in raw food products, and other matters discussed under the Risk Factors section of the BT Brands’ Annual Report on Form 10-K for the fiscal year ended January 3, 2021, filed with the SEC, and other filings with the SEC. BT Brands disclaims any obligation or duty to update or modify these forward-looking statements.