BT Brands Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended:December 28, 2025 ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number:001-41061. BT BRANDS, INC. (Exact name of registrant as specified in its charter) (I.R.S. Employer Identification No.) 55305(Zip Code) (Address of registrant’s principal executive offices) Securities registered under Section 12(b) of the Exchange Act Name of Each Exchange on WhichRegisteredThe NASDAQ Stock Market LLC Trading Symbol(s) The NASDAQ Stock Market LLC BTBDBTBDW Common Stock, $0.002 par valueWarrant to Purchase Common Stock Registrant’s telephone number, including area code:(307) 274-3055 Securities registered under Section 12(g) of the Exchange Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the ExchangeAct.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).☒Yes☐No Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.: Large accelerated filerNon-accelerated filer Accelerated filerSmaller reporting companyEmerging growth company If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 17(a)(2)(B) of the Securities Act.☐ Indicate by check mark whether the registrant has filed a report on an attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.70D-1(b).☐ As of June 30, 2025, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof voting and non-voting common equity held by non-affiliates of the registrant was $8,185,783. At March 27, 2026, there were 6,154,724 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART IItem 1.Business4Item 1A.Risk Factors12Item 1B.Unresolved Staff Comments20Item 1C.Cybersecurity20Item 2.Properties22Item 3.Legal Proceedings23Item 4.Mine Safety Disclosures23PART II24Item 5.Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of EquitySecurities24Item 6.Reserved26Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 7A.Quantitative and Qualitative Disclosures About Market Risk35Item 8.Financial Statements and Supplementary Data35Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.59Item 9A.Evaluation of Disclosure Controls and Procedures59Item 9B.Other Information60Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.60PART IIIItem 10.Directors, Executive Officers, and Corporate Governance60Item 11.Executive Compensation65Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters70Item 13.Certain Relationships and Related Transactions, and Director Independence71Item 14.Principal Accounting Fees and Services73PART IVItem 15.Exhibits, Financial Statemen