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). |
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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. |
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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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