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): May 26, 2026

btbd_8kimg2.jpg

 

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.)

 

30 N Gould St Ste 12358, Sheridan, WY

 

82801

 (Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (307) 264-5057

 

10501 Wayzata Blvd South, Suite 102

Minnetonka, MN 

 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective May 26, 2026, Kenneth Brimmer resigned from his positions as a member of the Board of Directors and Chief Financial Officer of BT Brands, Inc. (the “Company”). At the time of his resignation, Mr. Brimmer also served as the Company’s principal financial officer and principal accounting officer.

 

Mr. Brimmer’s resignation was not the result of any disagreement with the Company, its management, the Board of Directors, or any committee of the Board of Directors on any matter relating to the Company’s operations, policies, practices, financial reporting, or accounting matters.

 

The Company has not yet appointed a successor Chief Financial Officer, principal financial officer, or principal accounting officer. The Company will disclose the appointment of any successor or interim officer in accordance with applicable SEC rules.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.

Description

104

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

 

 

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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: May 29, 2026

By:  

/s/ Gary Copperud

 

 

 

Gary Copperud

 

 

 

Chief Executive Officer

 

 

 

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