Bekanntmachung • May 08
Aero Velocity INC. cancelled the acquisition of BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction. Aero Velocity INC. entered into a definitive merger agreement to acquire BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction for $0.02 million on September 2, 2025. Upon the closing of the proposed transactions, Aero Velocity’s stockholders are expected to own approximately 89% of the combined company, and existing BT Brands stockholders are expected to own approximately 11% of the combined company. Upon the closing of the proposed transactions, the combined company is expected to be renamed “Aero Velocity Inc.” and trade on the Nasdaq Capital Market. Mark Hastings will serve as CEO of the combined company. In case of termination BT Brands will pay Aero Velocity $3.5 million.
The transaction has been unanimously approved by the board of directors of both companies and is subject to approvals by the stockholders of each company and other customary closing conditions, Effectiveness of registration statement, all approvals with any Governmental Authority, HSR act approval, employee agreements, listing approvals, Execution of ancillary agreements. The transaction is expected to close in the fourth quarter of 2025 or first quarter of 2026.
Maxim Group is serving as financial advisor and William P. Ruffa of Ruffa & Ruffa, P.C. is serving as legal counsel to BT Brands. Chardan Capital Markets is serving as financial advisor and Jeffrey M. Gallant and David Alan Miller of Graubard Miller is serving as legal counsel to Aero Velocity. Continental Stock Transfer & Trust Company acted as transfer agent to BT Brands.
Aero Velocity INC. cancelled the acquisition of BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction on May 7, 2026. The merger agreement was terminated upon expiration of the contractual term set forth in the Merger Agreement, as the registration statement relating to the proposed transaction was required to be declared effective by the U.S. Securities and Exchange Commission by April 30, 2026. The termination was effected in accordance with the terms of the merger agreement. New Risk • Apr 29
New major risk - Share price stability The company's share price has been highly volatile over the past 3 months. It is more volatile than 90% of American stocks, typically moving 16% a week. This is considered a major risk. Share price volatility increases the risk of potential losses in the short-term as the stock tends to have larger drops in price more frequently than other stocks. It may also indicate the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (16% average weekly change). Earnings have declined by 59% per year over the past 5 years. Minor Risk Market cap is less than US$100m (US$10.9m market cap). Reported Earnings • Apr 02
Full year 2025 earnings released: US$0.11 loss per share (vs US$0.37 loss in FY 2024) Full year 2025 results: US$0.11 loss per share (improved from US$0.37 loss in FY 2024). Revenue: US$13.5m (down 9.0% from FY 2024). Net loss: US$687.8k (loss narrowed 70% from FY 2024). Over the last 3 years on average, earnings per share has fallen by 27% per year but the company’s share price has only fallen by 9% per year, which means it has not declined as severely as earnings. New Risk • Mar 26
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 14% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risk Earnings have declined by 65% per year over the past 5 years. Minor Risks Share price has been volatile over the past 3 months (14% average weekly change). Market cap is less than US$100m (US$11.4m market cap). Bekanntmachung • Jan 23
BT Brands, Inc. Receives Non-Compliance Written Notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC On January 14, 2026, BT Brands, Inc. 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 until March 2, 2026 to submit a plan to regain compliance with Listing Rule 5620(a). The Company intends to submit a plan to regain compliance with Listing Rule 5620(a) within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the fiscal year end, or until June 29, 2026, to evidence compliance with Listing Rule 5620(a). If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel. The Company advises investors that, on December 31, 2025, it filed a registration statement on Form S-4 (the “Registration Statement”), which includes a proxy statement soliciting stockholder votes at a special meeting of stockholders (the “Special Meeting”). The Special Meeting will be held to consider, among other things, approval of an Agreement and Plan of Merger (the “Merger Agreement”) among the Company, Aero Velocity, Inc. (“Aero”), and Aero Merger Sub, Inc., a wholly owned subsidiary of the Company, providing for a business combination between the Company and Aero, and to elect five directors to serve until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified. The Company expects to hold the Special Meeting promptly following the declaration of effectiveness of the Registration Statement by the staff of the Securities and Exchange Commission. The Merger Agreement provides that, if the Special Meeting is not held and the matters to be submitted to stockholders are not approved by April 30, 2026, the parties may terminate the Merger Agreement. If the Merger Agreement is terminated, the Company expects to call an annual meeting of stockholders at which stockholders will be asked to elect directors promptly thereafter. Bekanntmachung • Nov 13
BT Brands, Inc. announced delayed 10-Q filing On 11/12/2025, BT Brands, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Bekanntmachung • Sep 03
Aero Velocity INC. entered into a definitive merger agreement to acquire BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction. Aero Velocity INC. entered into a definitive merger agreement to acquire BT Brands, Inc. (NasdaqCM:BTBD) in a reverse merger transaction on September 3, 2025. Upon the closing of the proposed transactions, Aero Velocity’s stockholders are expected to own approximately 89% of the combined company, and existing BT Brands stockholders are expected to own approximately 11% of the combined company. Upon the closing of the proposed transactions, the combined company is expected to be renamed “Aero Velocity Inc.” and trade on the Nasdaq Capital Market. Mark Hastings will serve as CEO of the combined company. The transaction has been unanimously approved by the board of directors of both companies and is subject to approvals by the stockholders of each company and other customary closing conditions. The transaction is expected to close in the fourth quarter of 2025 or first quarter of 2026. Maxim Group is serving as financial advisor and Ruffa & Ruffa, P.C. is serving as legal counsel to BT Brands. Chardan Capital Markets is serving as financial advisor and Graubard Miller is serving as legal counsel to Aero Velocity. Bekanntmachung • Aug 16
BT Brands, Inc. announced delayed 10-Q filing On 08/15/2025, BT Brands, Inc. announced that they will be unable to file their next 10-Q by the deadline required by the SEC. Reported Earnings • May 15
First quarter 2025 earnings released: US$0.054 loss per share (vs US$0.071 loss in 1Q 2024) First quarter 2025 results: US$0.054 loss per share (improved from US$0.071 loss in 1Q 2024). Revenue: US$3.23m (up 1.3% from 1Q 2024). Net loss: US$329.8k (loss narrowed 26% from 1Q 2024). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 60 percentage points per year, which is a significant difference in performance. Reported Earnings • Apr 01
Full year 2024 earnings released: US$0.37 loss per share (vs US$0.14 loss in FY 2023) Full year 2024 results: US$0.37 loss per share (further deteriorated from US$0.14 loss in FY 2023). Revenue: US$14.8m (up 5.3% from FY 2023). Net loss: US$2.31m (loss widened 161% from FY 2023). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 67 percentage points per year, which is a significant difference in performance. Reported Earnings • Nov 16
Third quarter 2024 earnings released: US$0.036 loss per share (vs US$0.001 loss in 3Q 2023) Third quarter 2024 results: US$0.036 loss per share (further deteriorated from US$0.001 loss in 3Q 2023). Revenue: US$4.35m (up 8.5% from 3Q 2023). Net loss: US$219.5k (loss widened US$216.0k from 3Q 2023). Over the last 3 years on average, the company's share price growth rate has exceeded its earnings growth rate by 70 percentage points per year, which is a significant difference in performance. Bekanntmachung • Oct 30
BT Brands, Inc., Annual General Meeting, Dec 06, 2024 BT Brands, Inc., Annual General Meeting, Dec 06, 2024. Location: second floor conference room, 10501 wayzata boulevard south, minnesota 55303., minnetonka, United States Reported Earnings • Aug 16
Second quarter 2024 earnings released: US$0.011 loss per share (vs US$0.037 loss in 2Q 2023) Second quarter 2024 results: US$0.011 loss per share (improved from US$0.037 loss in 2Q 2023). Revenue: US$4.11m (up 2.8% from 2Q 2023). Net loss: US$70.0k (loss narrowed 70% from 2Q 2023). Reported Earnings • May 17
First quarter 2024 earnings released: US$0.071 loss per share (vs US$0.023 loss in 1Q 2023) First quarter 2024 results: US$0.071 loss per share (further deteriorated from US$0.023 loss in 1Q 2023). Revenue: US$3.19m (up 3.9% from 1Q 2023). Net loss: US$445.7k (loss widened 214% from 1Q 2023). New Risk • Apr 07
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$9.87m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 27% per year over the past 5 years. Market cap is less than US$10m (US$9.87m market cap). Minor Risk Share price has been volatile over the past 3 months (16% average weekly change). Reported Earnings • Apr 02
Full year 2023 earnings released: US$0.14 loss per share (vs US$0.087 loss in FY 2022) Full year 2023 results: US$0.14 loss per share (further deteriorated from US$0.087 loss in FY 2022). Revenue: US$14.1m (up 12% from FY 2022). Net loss: US$887.4k (loss widened 58% from FY 2022). Bekanntmachung • Mar 29
BT Brands, Inc. to Report Q4, 2023 Results on Mar 28, 2024 BT Brands, Inc. announced that they will report Q4, 2023 results After-Market on Mar 28, 2024 Bekanntmachung • Dec 29
BT Brands, Inc., Annual General Meeting, Feb 16, 2024 BT Brands, Inc., Annual General Meeting, Feb 16, 2024, at 15:00 Central Standard Time. Location: Second Floor Conference Room at 10501 Wayzata Boulevard South Minnetonka Minnesota United States Agenda: To consider to elect five directors to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified; to ratify the appointment of Boulay, PLLP as independent registered public accounting firm for fiscal year ending December 31, 2023; to transact other business that may properly come before the annual meeting or any adjournments or postponements thereof. New Risk • Nov 24
New major risk - Market cap size The company's market capitalization is less than US$10m. Market cap: US$9.68m This is considered a major risk. Companies with a small market capitalization are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 21% per year over the past 5 years. Market cap is less than US$10m (US$9.68m market cap). Minor Risk Share price has been volatile over the past 3 months (12% average weekly change). Reported Earnings • Nov 17
Third quarter 2023 earnings released: US$0.061 loss per share (vs US$0.027 loss in 3Q 2022) Third quarter 2023 results: US$0.061 loss per share (further deteriorated from US$0.027 loss in 3Q 2022). Revenue: US$11.1m (up 175% from 3Q 2022). Net loss: US$379.0k (loss widened 117% from 3Q 2022). Reported Earnings • Aug 18
Second quarter 2023 earnings released: US$0.037 loss per share (vs US$0.014 loss in 2Q 2022) Second quarter 2023 results: US$0.037 loss per share (further deteriorated from US$0.014 loss in 2Q 2022). Revenue: US$4.00m (up 14% from 2Q 2022). Net loss: US$233.7k (loss widened 153% from 2Q 2022). Reported Earnings • May 18
First quarter 2023 earnings released: US$0.023 loss per share (vs US$0.007 profit in 1Q 2022) First quarter 2023 results: US$0.023 loss per share (down from US$0.007 profit in 1Q 2022). Revenue: US$3.07m (up 48% from 1Q 2022). Net loss: US$141.8k (down 432% from profit in 1Q 2022). Reported Earnings • Apr 19
Full year 2022 earnings released: US$0.087 loss per share (vs US$0.14 profit in FY 2021) Full year 2022 results: US$0.087 loss per share (down from US$0.14 profit in FY 2021). Revenue: US$12.6m (up 49% from FY 2021). Net loss: US$562.3k (down 193% from profit in FY 2021). Bekanntmachung • Nov 23
BT Brands, Inc., Annual General Meeting, Dec 29, 2022 BT Brands, Inc., Annual General Meeting, Dec 29, 2022, at 15:00 Central Standard Time. Location: Second Floor Conference Room at 10501 Wayzata Boulevard South, Minnetonka, Minnesota 55303 Minnesota United States Agenda: To elect the five director nominees described in the accompanying proxy statement for a term of one year (the “director election proposal”); to ratify the audit committee’s selection of boulay pllp as our independent registered public accounting firm for the fiscal year ending January 1, 2023 (the “auditor proposal”); to approve an amendment to the company’s 2019 incentive plan (the “2019 plan”) to increase the number of shares available for issuance under the plan from 250,000 shares of common stock to 1,000,000 shares of common stock (the “2019 plan proposal”); to transact any other business that is properly presented at the annual meeting or any adjournments or postponements of the annual meeting. Reported Earnings • Nov 17
Third quarter 2022 earnings released: US$0.027 loss per share (vs US$0.058 profit in 3Q 2021) Third quarter 2022 results: US$0.027 loss per share (down from US$0.058 profit in 3Q 2021). Revenue: US$4.02m (up 76% from 3Q 2021). Net loss: US$174.9k (down 174% from profit in 3Q 2021). Board Change • Nov 16
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. COO, CFO, Principal Accounting Officer & Chairman Kenneth Brimmer was the last director to join the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Insufficient board refreshment. Valuation Update With 7 Day Price Move • Oct 31
Investor sentiment improved over the past week After last week's 20% share price gain to US$2.39, the stock trades at a trailing P/E ratio of 73.3x. Average trailing P/E is 19x in the Hospitality industry in the US. Reported Earnings • Aug 17
Second quarter 2022 earnings released: US$0.014 loss per share (vs US$0.053 profit in 2Q 2021) Second quarter 2022 results: US$0.014 loss per share (down from US$0.053 profit in 2Q 2021). Revenue: US$3.52m (up 48% from 2Q 2021). Net loss: US$92.3k (down 143% from profit in 2Q 2021). Bekanntmachung • Aug 05
BT Brands, Inc. (NasdaqCM:BTBD) acquired Von Stephan Village Bier Garten for $0.69 million. BT Brands, Inc. (NasdaqCM:BTBD) acquired Von Stephan Village Bier Garten for $0.69 million on August 04, 2022.
BT Brands, Inc. (NasdaqCM:BTBD) completed the acquisition of Von Stephan Village Bier Garten on August 04, 2022. Valuation Update With 7 Day Price Move • Jul 22
Investor sentiment deteriorated over the past week After last week's 16% share price decline to US$2.14, the stock trades at a trailing P/E ratio of 26.8x. Average trailing P/E is 19x in the Hospitality industry in the US. Bekanntmachung • Jun 03
BT Brands, Inc. (NasdaqCM:BTBD) acquired a 41.4% stake in Bagger Dave's Burger Tavern, Inc. (OTCPK:BDVB) from Michael Ansley, founder and Chief Executive Officer of Bagger Dave's Burger Tavern, Inc. for $1.3 million. BT Brands, Inc. (NasdaqCM:BTBD) acquired a 41.4% stake in Bagger Dave's Burger Tavern, Inc. (OTCPK:BDVB) from Michael Ansley, founder and Chief Executive Officer of Bagger Dave's Burger Tavern, Inc. for $1.3 million on June 2, 2022.
BT Brands, Inc. (NasdaqCM:BTBD) completed the acquisition of a 41.4% stake in Bagger Dave's Burger Tavern, Inc. (OTCPK:BDVB) from Michael Ansley, founder and Chief Executive Officer of Bagger Dave's Burger Tavern, Inc. on June 2, 2022. Valuation Update With 7 Day Price Move • May 31
Investor sentiment improved over the past week After last week's 16% share price gain to US$2.66, the stock trades at a trailing P/E ratio of 33.3x. Average trailing P/E is 18x in the Hospitality industry in the US. Reported Earnings • May 19
First quarter 2022 earnings released: EPS: US$0.007 (vs US$0.033 in 1Q 2021) First quarter 2022 results: EPS: US$0.007 (down from US$0.033 in 1Q 2021). Revenue: US$2.07m (up 6.8% from 1Q 2021). Net income: US$42.7k (down 68% from 1Q 2021). Profit margin: 2.1% (down from 7.0% in 1Q 2021). The decrease in margin was driven by higher expenses. Bekanntmachung • May 13
BT Brands, Inc. (NasdaqCM:BTBD) acquired Pie in the Sky Coffee and Bakery. BT Brands, Inc. (NasdaqCM:BTBD) acquired Pie in the Sky Coffee and Bakery on May 12, 2022.
BT Brands, Inc. (NasdaqCM:BTBD) completed the acquisition of Pie in the Sky Coffee and Bakery on May 12, 2022. Board Change • Apr 27
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. No highly experienced directors. COO, CFO, Principal Accounting Officer & Chairman Kenneth Brimmer was the last director to join the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Insufficient board refreshment. Valuation Update With 7 Day Price Move • Apr 19
Investor sentiment improved over the past week After last week's 16% share price gain to US$2.30, the stock trades at a trailing P/E ratio of 24.4x. Average trailing P/E is 19x in the Hospitality industry in the US. Reported Earnings • Mar 18
Full year 2021 earnings: Revenues and EPS in line with analyst expectations Full year 2021 results: EPS: US$0.14 (down from US$0.20 in FY 2020). Revenue: US$8.45m (up 3.6% from FY 2020). Net income: US$607.9k (down 23% from FY 2020). Profit margin: 7.2% (down from 9.7% in FY 2020). The decrease in margin was driven by higher expenses. Revenue was in line with analyst estimates. Valuation Update With 7 Day Price Move • Mar 11
Investor sentiment improved over the past week After last week's 15% share price gain to US$2.34, the stock trades at a trailing P/E ratio of 26.9x. Average trailing P/E is 19x in the Hospitality industry in the US. Valuation Update With 7 Day Price Move • Feb 17
Investor sentiment deteriorated over the past week After last week's 18% share price decline to US$2.10, the stock trades at a trailing P/E ratio of 24.2x. Average trailing P/E is 23x in the Hospitality industry in the US. Valuation Update With 7 Day Price Move • Jan 21
Investor sentiment deteriorated over the past week After last week's 20% share price decline to US$2.47, the stock trades at a trailing P/E ratio of 28.4x. Average trailing P/E is 25x in the Hospitality industry in the US. Valuation Update With 7 Day Price Move • Jan 06
Investor sentiment deteriorated over the past week After last week's 15% share price decline to US$2.96, the stock trades at a trailing P/E ratio of 34.1x. Average trailing P/E is 27x in the Hospitality industry in the US. Valuation Update With 7 Day Price Move • Dec 21
Investor sentiment deteriorated over the past week After last week's 17% share price decline to US$3.81, the stock trades at a trailing P/E ratio of 43.9x. Average trailing P/E is 23x in the Hospitality industry in the US. Reported Earnings • Nov 19
Third quarter 2021 earnings released: EPS US$0.058 (vs US$0.063 in 3Q 2020) The company reported a poor third quarter result with weaker earnings and revenues, although profit margins were flat. Third quarter 2021 results: Revenue: US$2.28m (down 3.9% from 3Q 2020). Net income: US$235.8k (down 7.2% from 3Q 2020). Profit margin: 10% (in line with 3Q 2020). Reported Earnings • Nov 19
Third quarter 2021 earnings released: EPS US$0.058 (vs US$0.063 in 3Q 2020) The company reported a poor third quarter result with weaker earnings and revenues, although profit margins were flat. Third quarter 2021 results: Revenue: US$2.28m (down 3.9% from 3Q 2020). Net income: US$235.8k (down 7.2% from 3Q 2020). Profit margin: 10% (in line with 3Q 2020). Board Change • Nov 15
No independent directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 3 experienced directors. No highly experienced directors. No independent directors (3 non-independent directors). COO, CFO, Principal Accounting Officer & Chairman Kenneth Brimmer was the last director to join the board, commencing their role in 2018. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of independent directors. Insufficient board refreshment.