Current Report Filing (8-k)

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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): August 4, 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: [phone]

 

______________________________________________

(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 2.01 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 entertaining atmosphere and delivering a memorable guest experience, located in Cocoa, Florida.

 

Item 9.01. Financial Statements and Exhibits.

 

(b) Exhibits.

 

Exhibit No.		Exhibit
99.1		Purchase Agreement dated July 8, 2022, by and between 1519BT, LLC, a wholly owned subsidiary of the registrant, and L. Fagan Enterprises, Inc., as the owner of the assets.*
99.2		Lease Agreement dated August 4, 2022, by and between 1519BT, LLC, a wholly owned subsidiary of the registrant, and Stephan Properties of Florida Inc., with respect to the real property located at 415 Delannoy Avenue, Cocoa, Florida and 409 Delannoy Avenue, Cocoa, Florida.
99.3		Press Release dated August 4, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

* Certain schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.

 

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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.
Dated: August 11, 2022	By:	/s/ Gary Copperud
		Gary Copperud
		Chief Executive Officer

 

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