BT Brands, Inc. 8-K

What Happened BT Brands, Inc. (BTBD) announced it received written notice from the Nasdaq Listing Qualifications Department on January 14, 2026 that it is not in compliance with Nasdaq Listing Rule 5620(a) because it did not hold a shareholder annual meeting for the fiscal year ended December 31, 2024. The notice is a deficiency notification only and does not currently affect the company’s listing or trading. The company intends to submit a plan to Nasdaq by the March 2, 2026 deadline to regain compliance; if Nasdaq accepts the plan, BT Brands could receive an extension to demonstrate compliance through June 29, 2026.

Separately, BT Brands filed a registration statement on Form S-4 on December 31, 2025 that includes a proxy for a Special Meeting to vote on a proposed merger with Aero Velocity, Inc. and to elect five directors. The company expects to hold the Special Meeting promptly after the SEC declares the registration statement effective. The Merger Agreement allows the parties to terminate the merger if the Special Meeting is not held and the matters are not approved by April 30, 2026; if the merger is terminated, BT Brands expects to call an annual meeting to elect directors promptly thereafter.

Key Details

• Nasdaq notice dated January 14, 2026 cites non‑compliance with Nasdaq Listing Rule 5620(a) (failure to hold 2024 annual meeting).
• Company must submit a compliance plan by March 2, 2026; Nasdaq may grant an extension to June 29, 2026 if plan is accepted.
• Form S-4 (proxy and merger materials) filed December 31, 2025 for a Special Meeting to approve the merger with Aero Velocity, Inc. and elect five directors.
• Merger deadline: if Special Meeting and approvals are not completed by April 30, 2026, the Merger Agreement may be terminated; termination would likely lead to an annual meeting to elect directors.

Why It Matters This filing signals a governance compliance issue that Nasdaq has flagged; while there is no immediate trading impact, failure to regain compliance could lead to further Nasdaq actions (and would require appeals or corrective steps). The timing of the company’s planned Special Meeting and the proposed Aero merger directly affects how BT Brands intends to remedy the deficiency—either via the merger vote or, if the merger is terminated, by calling an annual meeting to elect directors. Investors should watch for (1) the company’s submitted compliance plan and Nasdaq’s response, (2) SEC effectiveness of the Form S-4 and the Special Meeting outcome, and (3) any changes to the merger timeline or director elections.