BT Brands Inc 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended:June 28, 2026 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________ Commission File Number:001-41061 BT BRANDS, INC. (Exact name of registrant as specified in its charter) Wyoming(State or other jurisdiction of incorporation or organization) 90-1495764(I.R.S. Employer Identification No.) 6300 N. Sagewood Dr, Suite H #217,Park City, UT(Address of principal executive offices) (307) 264-5057(Registrant’s telephone number, including area code) 10501 Wayzata Blvd South, Suite 102, Minnetonka MN 55305(Former name former address and former fiscal year if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Common stock, $0.002 per shareWarrant to Purchase Common Stock The NASDAQ Stock Market LLCThe NASDAQ Stock Market LLC 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 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐Yes☒No At August 17, 2026, there were 6,184,724 shares of common stock outstanding. CAUTIONARY STATEMENT REGARDING RISKSAND UNCERTAINTIES THAT MAY AFFECT FUTURE RESULTS Forward-Looking Information This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities LitigationReform Act of 1995. Forward-looking statements are not historical facts and may be identified by words such as “anticipate,”“believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” “estimate,” “continue,” and similar expressions. Thesestatements relate to, among other things, our business strategy, growth plans, operating and financial performance, liquidity and capitalresources, capital expenditures, acquisitions, and other strategic transactions. Forward-looking statements are based on our current expectations, estimates, assumptions, and beliefs as of the date of this QuarterlyReport and are subject to significant risks, uncertainties, and other factors, many of which are beyond our control, that could causeactual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, but are notlimited to: risks associated with any possible merger or acquisition;we may seek to enter into a reverse merger, business combination, or other strategic transaction, which could result insubstantial dilution to our existing stockholders and other risks.risks associated with operating in a business outside the restaurant industry;our ability to execute our growth strategy, including identifying and integrating acquisitions;labor shortages, wage inflation, and our ability to attract and retain employees;increases in food, commodity, and energy costs and supply chain disruptions;changes in consumer preferences and discretionary spending;competition in the restaurant industry and broader economic conditions;cybersecurity risks and potential disruptions to our information systems; andother risks described in our Annual Report on Form 10-K for the fiscal year ended December 28, 2025, and in other filingswith the Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements, which speak only as of the date of this QuarterlyReport. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether asa result of new information, future events, changed circumstanc