Amended Current Report Filing (8-k/a)
July 27 2022 - 2:00PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 2.01. Completion of Acquisition or Deposition of Assets.
Completion of acquisition of assets of Keegan’s Seafood Grille, Inc.
On March 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) announced that it had completed the acquisition of substantially all of the assets of Keegan’s Seafood Grille, Inc., a dine-in restaurant offering a variety of traditional fresh seafood items for lunch and dinner and a selection of beer and wine, that has served customers in the Clearwater and St. Petersburg, Florida markets for over 35 years.
We are filing this Current Report on Form 8-K/A to furnish audited financial statements of Keegan’s Seafood Grille, Inc. for the year ended December 31, 2021. Because of the effects of COVID-19 restrictions during 2021, including a closing of indoor dining during a portion of the period covered, and the receipt of one-time Payroll Protection Loans which were converted to grants, we do not believe the historic financial statements included are indicative of either the historic or the future performance of the acquired business."
Item 9.01. Financial Statements and Exhibits.
| (a) | Financial Statements of Business Acquired. |
The following audited financial statements of Keegan’s Seafood Grille, Inc. are filed with this Report as Exhibit 99.1:
| · | Independent Public Accounting Firm’s Report as of the year ended December 31, 2021. |
| | |
| · | Balance Sheet as of December 31, 2021. |
| | |
| · | Statement of Income and Retained Earnings for the year ended December 31, 2021. |
| | |
| · | Statement of Cash Flows for the year ended December 31, 2021. |
| | |
| · | Notes to Financial Statements. |
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: July 27, 2022 | By: | /s/ Gary Copperud | |
| | Gary Copperud | |
| | Chief Executive Officer | |
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