Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Filed pursuant to Rule 424(b)(3)

Registration No. 333-260998

 

Prospectus Supplement No. 7 Dated June 10, 2022

(To Prospectus Dated November 12, 2021)

 

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

      

       

This prospectus supplement No. 4 supplements the prospectus of BT Brands, Inc. (the “Company,” “we,” “us,” or “our”) dated November 12, 2021, filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, as supplemented by prospectus supplement No. 1 dated November 17, 2021, prospectus supplement No. 2 dated November 19, 2021, prospectus supplement No. 3 dated March 11, 2022, prospectus supplement No. 4 dated March 21, 2022, prospectus supplement No. 5 dated May 20, 2022, and prospectus supplement No. 6 dated May 21, 2022 (collectively, the “Prospectus”). Pursuant to the Prospectus, this prospectus supplement relates to the continuous offering of 2,400,000 shares of common stock underlying the warrants sold in our initial public offering.

 

This prospectus supplement incorporates into our Prospectus the information contained in our attached Current Report on Form 8-K, which we filed with the SEC on June 6, 2022.

 

This prospectus supplement should be read in conjunction with the Prospectus, which is required to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included in the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.

 

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

 

Our common stock and the warrants are traded on The NASDAQ Capital Market under the symbols “BTBD,” and “BTBDW,” respectively.

 

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 OF THE PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES

 

You should rely only on the information contained in the Prospectus, as supplemented or amended by this Prospectus Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

 

The date of this Prospectus Supplement is June 10, 2022.

 

 

 

 

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): June 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: [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 1.01 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 stock on the closing date, and resigned as an officer and director.

 

Bagger Dave's owns and operates six Bagger Dave's restaurants, a casual restaurant and bar concept that offers a warm, inviting, and entertaining atmosphere. Bagger Dave's specializes in locally sourced, never-frozen prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted draft beers, milkshakes, salads, black bean turkey chili, pizza and other items. Bagger Dave's opened its first restaurant in Berkley, Michigan in January 2008 and operates three additional restaurants in Michigan, one in Ft. Wayne, Indiana and one in Centerville, Ohio.

 

Item 9.01. Exhibits.

 

(d) Exhibits

 

Exhibit No.		Exhibit
99.1		Stock Purchase Agreement dated June 2, 2022, by and among BT Brands, Inc., as purchaser, and Michael Ansley, Manitou Blue LLC, Thomas M. Ansley Custodian Madison Ansley UGMA MI Thomas M. Ansley Custodian Mary-Kate Ansley UGMA MI, and Thomas M. Ansley Custodian David Ansley UGMA MI, as sellers.*
99.2		Press Release dated June 2, 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: June 6, 2022	By:	/s/ Gary Copperud
		Gary Copperud
		Chief Executive Officer

 

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