BT Brands Inc (BTBD)

BT Brands Terminates Merger Agreement with Aero Velocity and Reaffirms Commitment to Maximizing Shareholder ValueMay 7, 2026 4:37 PM
Business Wire BT Brands, Inc. (Nasdaq: BTBD and BTBDW) (“BT Brands” or the “Company”) today announced that it has filed a Current Report on Form 8-K regarding the termination of the previously announced Agreement and Plan of Merger with Aero Velocity Inc. (“Aero”). The merger agreement was terminated upon expiration of the contractual term set forth in the Merger Agreement, as the registration statement relating to the proposed transaction was required to be declared effective by the U.S. Securities and Exchange Commission (“SEC”) by April 30, 2026. The termination was effected in accordance with the terms of the merger agreement. BT Brands determined that terminating the merger agreement was in the best interests of the Company and its shareholders. Following the termination, the Company has no agreement or arrangement with Aero Velocity and is no longer pursuing the previously proposed transaction. Gary Copperud, Chief Executive Officer of BT Brands, said: “After careful evaluation, the Board and management concluded that terminating the merger agreement was in the best interests of BT Brands shareholders. While we appreciated the opportunity to explore a potential transaction with Aero Velocity, our priority remains maximizing long-term shareholder value. “ BT Brands intends to continue evaluating opportunities to enhance shareholder value while remaining focused on improving restaurant profitability, strengthening cash flow, and maintaining balance sheet flexibility. Additional information regarding the termination of the merger agreement is contained in the Company’s Current Report on Form 8-K filed with the SEC on May 7, 2026. Forward-Looking Statements This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s plans, objectives, strategic alternatives, future operating performance, and efforts to enhance shareholder value. Forward-looking statements are based on management’s current expectations and assumptions. They are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to market conditions, operating performance, capital allocation decisions, strategic initiatives, and the risks described in BT Brands’ SEC filings available at www.sec.gov. These statements speak only as of the date hereof, and the Company disclaims any obligation to update them except as required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260507000202/en/ CONTACT FOR FURTHER INFORMATION:
Kenneth Brimmer
612-229-8811 Original: BT Brands Terminates Merger Agreement with Aero Velocity and Reaffirms Commitment to Maximizing Shareholder Value

BTBD.................................https://stockcharts.com/sc3/ui/?s=BTBD&p=w&b=5&g=0&id=p86431144783

BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances Transformational Aero Velocity MergerMarch 30, 2026 2:41 PM
Business Wire
Company Executes Operating Turnaround While Positioning for Growth with Aerospace and AI Platform Transition


BT Brands, Inc. (Nasdaq: BTBD and BTBDW) (“BT Brands” or the “Company”) today reported financial results for the 52 weeks ended December 28, 2025, highlighting an operating turnaround and continued progress toward its proposed transformational merger with Aero Velocity, Inc.


2025 Highlights and recent developments include:



Restaurant-level EBITDA increased 138% to $1.7 million from $723,828 in 2024.



Operating loss improved approximately 80% to $(364,585) from $(1.8) million in 2024.



Net loss improved to $(687,839), or $(0.11) per share, compared to $(2.3) million, or $(0.37) per share, in 2024.



The Company ended the year with approximately $4.4 million in cash and marketable securities.



The Company recorded a $216,248 charge to reduce NGI bottled water inventory to estimated net realizable value.



BT Brands continues to advance its proposed merger with Aero Velocity, Inc.



During 2025, the Company improved performance through the closure of underperforming locations, tighter labor and food cost controls, and continued focus on operating efficiency with notable success at Burger Time and Pie In The Sky. These actions resulted in overall improved restaurant-level margins and a substantially lower operating loss despite lower revenue.


Transformational Upside: Aero Velocity Merger


BT Brands continues to advance its previously announced definitive merger agreement with Aero Velocity, Inc., which is expected to reposition the Company into a high-growth technology and infrastructure platform focused on AI-driven analytics and drone-based inspection services. Following the closing, all restaurant assets and related liabilities will be distributed to BT Brands' pre-merger shareholders. The post-merger company is expected to operate as Aero Velocity Inc. and remain listed on Nasdaq, subject to stockholder approvals, regulatory approval, and customary closing conditions.


Gary Copperud, the Company’s Chief Executive Officer, said:


“The year marked a turning point for BT Brands. We significantly improved our operating performance through disciplined execution and cost control. At the same time, we are advancing toward completing our proposed merger with Aero Velocity, an emerging leader in the fast-growing drone and services market.”


Kenneth Brimmer, Chief Financial Officer, added:


“Our focus on improving profitability, strengthening our balance sheet, and taking a disciplined approach to capital allocation drove meaningful improvement in 2025. With the Aero Velocity opportunity ahead, we believe the Company is well positioned for its next phase of growth.”


Outlook


BT Brands enters 2026 with an improved operating base, positive EBITDA, and a transformational strategic opportunity. Management remains focused on improving restaurant profitability and cash flow, advancing the Aero Velocity transaction, and enhancing shareholder value. The Company is not providing formal financial guidance at this time.


Financial Results Follow:




 




BT BRANDS, INC. AND SUBSIDIARIES




CONSOLIDATED STATEMENTS OF OPERATIONS




(52 Weeks Ended)




 








 






December 28,




2025






December 29,




2024








SALES






$






13,486,629






 






$






14,823,472






 








COSTS AND EXPENSES:






 






 








Food and paper costs






 






4,494,449






 






 






5,605,579






 








Labor costs






 






5,111,097






 






 






6,128,574






 








Occupancy costs






 






1,282,049






 






 






1,403,204






 








Other operating expenses






 






878,125






 






 






962,287






 








Depreciation and amortization






 






648,704






 






 






742,860






 








Impairment of restaurant and right-of-use assets






 






215,000






 






 






371,872






 








General and administrative






 






1,464,021






 






 






1,691,404






 








Gain on sale of assets






 






(242,231






)






 






(250,000






)








Total costs and expenses






 






13,851,214






 






 






16,655,780






 








Loss from operations






 






(364,585






)






 






(1,832,308






)








 






 






 








Unrealized gain (loss) on marketable securities






 






128,822






 






 






(93,458






)








Realized gain on marketable securities






 






380,764






 






 






143,340






 








Interest and dividend income






 






148,666






 






 






178,279






 








Interest expense






 






(81,261






)






 






(99,906






)








Related party impairments and other charges






 






(520,718






)






 






-






 








Other income






 






(74,278






)






 






13,930






 








Equity in loss of unconsolidated affiliate






 






(304,439






)






 






(415,085






)








Income tax expense






 






-






 






 






(206,000






)








Net loss






$






(687,839






)






$






(2,311,208






)








 




Net loss per common share - Basic and Diluted






$






(0.11






)






$






(0.37






)








Weighted average shares used in computing per share amounts






 






6,154,724






 






 






6,194,842






 









 




BT BRANDS, INC. AND SUBSIDIARIES




CONSOLIDATED BALANCE SHEETS




 








ASSETS






December 28,




2025






December 29,




2024








Cash and cash equivalents






$






846,167







$






1,951,415









Marketable securities






 






3,596,133






 






 






2,319,555






 








Receivables






 






54,506






 






 






69,459






 








Inventory






 






230,443






 






 






272,603






 








Inventory – bottled water held for resale, net






 






574,000






 






 






-






 








Prepaid expenses and other current assets






 






22,152






 






 






117,621






 








Deferred transaction costs






 






150,450






 






 






10,000






 








Assets held for sale






 






424,123






 






 






258,751






 








Total current assets






 






5,897,973






 






 






4,999,404






 








Property, equipment and leasehold improvements, net






 






2,456,718






 






 






3,343,340






 








Operating lease right-of-use assets






 






1,267,699






 






 






1,724,052






 








Equity method investment in unconsolidated affiliate






 






-






 






 






304,439






 








Investment in equity and notes receivable from related company






 






-






 






 






424,000






 








Goodwill






 






796,220






 






 






796,220






 








Intangible assets, net






 






305,270






 






 






367,799






 








Other assets, net






 






21,171






 






 






37,543






 








Total assets






$






10,740,052






 






$






11,996,797






 









LIABILITIES AND SHAREHOLDERS' EQUITY






December 28,




2024






December 29,




2024








Accounts payable






$






245,226







$






612,059









Current maturities of long-term debt






 






191,531






 






 






185,009






 








Current operating lease obligations






 






358,939






 






 






274,511






 








Accrued expenses






 






421,867






 






 






371,356






 








Total current liabilities






 






1,217,563






 






 






1,442,935






 








Long-term debt, less current portion






 






1,899,592






 






 






2,091,335






 








Noncurrent operating lease obligations






 






1,209,509






 






 






1,497,300






 








Total liabilities






 






4,326,664






 






 






5,031,570






 








Total shareholders’ equity






 






6,418,388






 






 






6,965,227






 








Total liabilities and shareholders’ equity






$






10,740,052






 






$






11,996,797






 







Restaurant-level EBITDA


To supplement the consolidated financial statements, which are prepared and presented in accordance with GAAP, the Company uses restaurant-level EBITDA (earnings before interest, taxes, depreciation, and amortization), which is not a measure defined by GAAP. This non-GAAP operating measure is useful to management and, the Company believes, investors because it provides a means to gauge the overall profitability of recurring, controllable core restaurant operations. Restaurant-level EBITDA should not be considered a substitute for or superior to operating income, which is calculated in accordance with GAAP.




 






 






2025






 






 






2024






 








Revenues






$






13,486,629






 






$






14,823,472






 








Loss from operations






 






(364,585






)






 






(1,832,308






)








Depreciation and amortization






 






648,704






 






 






742,860






 








Gain on sale of assets






 






(242,231






)






 






(250,000






)








Restaurant impairment and related charges






 






215,000






 






 






371,872






 








General and administrative, corporate-level expenses






 






1,464,029






 






 






1,691,404






 








Restaurant-level EBITDA






$






1,720,909






 






$






723,828






 








Restaurant-level EBITDA margin






 






12.4%






 






4.9%







Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the proposed transaction with Aero Velocity, the anticipated timing of the transaction, the products and services offered by Aero Velocity and the markets in which it operates.


Forward-looking statements are based on management’s current expectations and assumptions. They are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to the completion of the proposed transaction, failure to obtain stockholder approvals, failure to satisfy other closing conditions, changes in market conditions, integration risks, and the risks described in BT Brands’ SEC filings available at www.sec.gov.


These statements speak only as of the date hereof, and the companies disclaim any obligation to update them except as required by law.


Additional Information and Where to Find It


In connection with the proposed transaction, BT Brands has filed a registration statement on Form S-4, subject to amendment, with the Securities and Exchange Commission (“SEC”), Investors and security holders are urged to read the registration statement, proxy statement/prospectus and other relevant documents filed or to be filed with the SEC when they become available because they will contain important information about BT Brands, Aero Velocity and the proposed transaction. Investors and security holders may obtain free copies of these documents, when available, through the SEC's website at www.sec.gov.


Participants in the Solicitation


BT Brands, Inc. and Aero Velocity Inc. and their respective directors and executive officers may be deemed participants in the solicitation of proxies from stockholders in connection with the proposed transaction. Additional information regarding these persons and their interests in the proposed transaction is included in the Form S-4 and other relevant documents filed with the SEC.


No Offer or Solicitation


This communication is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260330172405/en/
CONTACT FOR FURTHER INFORMATION:

Kenneth Brimmer 612-229-8811


Original: BT Brands Reports 2025 Results, Delivers 138% EBITDA Growth and Advances Transformational Aero Velocity Merger

Aero Velocity and SoftWash Systems Launch Strategic Alliance to Drive 2026 GrowthFebruary 19, 2026 9:07 AM
Business Wire
BT Brands, Inc. (Nasdaq: BTBD) today announced that its proposed merger partner, Cincinnati-based Aero Velocity Inc., a leader in commercial drone operations and aerial robotics, has initiated a strategic alliance with Sanford, Florida-based SoftWash Systems, a pioneer and leader in environmentally responsible exterior cleaning solutions. Together, the companies are launching an integrated drone-washing solution to improve safety, efficiency, and sustainability in cleaning buildings, roofs, and large-scale structures.


The collaboration combines Aero Velocity’s advanced UAV (unmanned aerial vehicle) platforms and drone washing expertise with SoftWash Systems’ proven low-pressure cleaning technology and biodegradable treatment solutions. The result is an advanced aerial cleaning system capable of safely treating surfaces that are difficult, hazardous, or costly to access using traditional methods.


“Pairing Aero’s precision drone technology with SoftWash Systems’ industry-leading cleaning techniques redefines what’s possible in exterior maintenance,” said Mark Hastings, Chief Executive Officer of Aero Velocity. “This collaboration enables SoftWash affiliates to offer complete ground-to-air cleaning solutions, reducing labor risks and minimizing disruption. Aero Velocity gains access to best-in-class SoftWash crews to expand ground coverage and deliver comprehensive solutions to commercial clients.”


Unlike conventional pressure washing, the SoftWash method uses specialized solutions that eliminate mold, mildew, algae and bacteria at the source while preserving surface integrity. Integrated with Aero Velocity’s drone platforms, the system can be rapidly deployed across commercial buildings, multi-story residential properties, industrial facilities, solar arrays and other large structures.


“Safely cleaning building exterior surfaces without damaging pressure has always been central to SoftWash Systems,” said AC Lockyer, CEO and Founder of SoftWash Systems. “Working with Aero Velocity brings our soft washing technology to new heights—literally—while expanding service capabilities for our franchisees worldwide. With operations in seven countries and three territories, we believe this partnership will accelerate our growth.”


Key Benefits of the Collaboration:



Expanded Reach and Integrated Offering – Broader geographic coverage with a fully integrated ground-to-air cleaning solution



Enhanced Safety at Height – Reduced reliance on ladders, scaffolding and lifts



Operational Efficiency – Faster deployment of crews and pilots



Cost Optimization – Lower customer acquisition and equipment costs over time



This alliance embodies a shared vision to modernize exterior maintenance through innovation, sustainability, and smarter technology deployment. By combining SoftWash Systems’ standardized processes with Aero Velocity’s proprietary drone platforms and trained professionals, the companies aim to provide consistent, scalable performance across markets.


Joint go-to-market efforts are underway to target the growing global commercial exterior cleaning market, estimated at more than $1 billion annually. The initiative is expected to contribute meaningfully to 2026 revenue growth.


“We are excited to partner with the industry pioneer of the soft washing technique,” added Hastings. “We believe this collaboration creates meaningful value for customers, franchisees and shareholders alike.”


About Aero Velocity


Privately owned Aero Velocity designs and manufactures American-made, NDAA-compliant UAVs and operates a growing Drones-as-a-Service (DaaS) platform. The company is a founding member of AeroShield Alliance, a consortium delivering AI-enabled UAV, ISR and workforce solutions. Aero Velocity provides end-to-end UAV-powered systems that enable organizations to assess and respond to real-world conditions with enhanced speed and safety.


Proposed Merger


Aero Velocity and BT Brands, Inc. (Nasdaq: BTBD) entered into a definitive merger agreement in September 2025, pursuant to which the combined company is expected to be renamed “Aero Velocity Inc.” and, subject to required approvals, trade on the Nasdaq Capital Market. Mr. Hastings is expected to serve as CEO following the closing. The transaction has been unanimously approved by both boards and is expected to close in 2026, subject to stockholder approval and customary conditions.


About SoftWash Systems


Founded in 2010, privately held SoftWash Systems is a global provider of environmentally responsible exterior cleaning solutions. The company supports more than 100 affiliates and franchisees across seven countries, generating over $39 million in revenue in 2025. Through proprietary equipment, specialized treatment solutions and comprehensive training, SoftWash Systems delivers scalable, recurring-service solutions designed to protect surfaces, extend asset life and reduce environmental impact.


Forward-Looking Statements


This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the products and services offered by Aero Velocity and the markets in which it operates, and Aero Velocity’s projected future results. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially from the forward-looking statements in this press release, including the risks described in BT Brands’ SEC filings, which are available on the SEC’s website at www.sec.gov. These forward-looking statements speak only as of the date hereof, and Aero Velocity and BT Brands expressly disclaim any obligation to update or revise them except as required by law.


Participants in the Solicitation


BT Brands, Inc. (“BT Brands”) and Aero Velocity Inc. (“Aero Velocity”) and their respective directors and executive officers may be deemed participants in the solicitation of proxies from BT Brands’ stockholders in connection with the proposed transaction. Information regarding BT Brands’ directors and executive officers is available in BT Brands’ filings with the SEC, including its most recent Annual Report on Form 10-K and other reports. Additional information regarding the participants in the solicitation and their interests in the proposed transaction will be included in the registration statement on Form S-4 (including the proxy statement/prospectus) that BT Brands intends to file with the SEC. Investors and security holders may obtain copies of these documents, when available, free of charge at the SEC’s website at www.sec.gov.


No Offer or Solicitation


This communication is for informational purposes only and is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of any vote or approval. Any solicitation will be made only through a proxy statement/prospectus and other documents filed with the SEC.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260219941315/en/
Investor Relations & Media Contacts

BT Brands:

Kenneth Brimmer, Chief Financial Officer

kbrimmer@itsburgertime.com

612-414-5104


Aero Velocity Inc.:

Mark Hastings, Chief Executive Officer

contact@aerovelocity.com

513-224-4439


SoftWash Systems:

AC Lockyer, Chief Marketing Officer

acLockyer@SoftWashSystems.com

855-763-8669


Original: Aero Velocity and SoftWash Systems Launch Strategic Alliance to Drive 2026 Growth

BTBD...............................https://stockcharts.com/h-sc/ui?s=BTBD&p=W&b=5&g=0&id=p86431144783

BTBD...$1.93...🥳...Hit $2.77 This morning...

georgie18

Member Level
Re: georgie18 post# 696699

Tuesday, September 09, 2025 5:31:30 PM

Post#
697534
of 698396
BTBD...$1.86...🥳...Loading the Dips...Ran to $4.50 range on Merger News... https://finance.yahoo.com/news/bt-brands-stock-skyrockets-aero-142230340.html

Nice cash infusion from the merger and Drone sector should push BTBD to $10 Plus...BTBD has a small amount of borrow Shares...

georgie18

Member Level
Re: None

Thursday, September 04, 2025 8:25:38 AM

Post#
14
of 15
BTBD...$2.91...🥳...Zero Borrow...Hit $4.50 Yesterday leaving an Open Gap in the 41.90 to $3 Range...

BTBD...$1.86...🥳...Loading the Dips...Ran to $4.50 range on Merger News... https://finance.yahoo.com/news/bt-brands-stock-skyrockets-aero-142230340.html

Nice cash infusion from the merger and Drone sector should push BTBD to $10 Plus...BTBD has a small amount of borrow Shares...

georgie18

Member Level
Re: None

Thursday, September 04, 2025 8:25:38 AM

Post#
14
of 15
BTBD...$2.91...🥳...Zero Borrow...Hit $4.50 Yesterday leaving an Open Gap in the 41.90 to $3 Range...

BTBD...$2.91...🥳...Zero Borrow...Hit $4.50 Yesterday leaving an Open Gap in the 41.90 to $3 Range...

BTBD maybe it can grow legs for a small restaurant chain, but it’s no Chipotle

Do you have any idea what's going on today?

Hold on to your seat going to be a bumpy ride

Gotta laugh At it — 4.XX from 22.50

yes

so this was a pink sheet before? up bigly today.

.05 bid

BTBD~~gonna run soon

more fillings here

.05 bids

BTBD SECURITY DETAILS
Share Structure
Market Cap Market Cap
Not Available
Authorized Shares
50,000,000
01/08/2021
Outstanding Shares
8,095,004
01/08/2021
Restricted
8,086,004
01/08/2021
Unrestricted
9,000
01/08/2021
Held at DTC
Not Available
Float
Not Available
Par Value
0.001

soon will move

BTBD~~https://www.otcmarkets.com/filing/html?id=14492287&guid=dJreUeMlG3fh-3h