BT Brands, Inc. Files Form 8-K Including Consent of Independent Registered Public Accounting Firm

MINNETONKA, MN, April 6, 2026 – BT Brands, Inc. (“BT Brands” or the “Company”), a company listed on the Nasdaq Capital Market under the symbols BTBD (Common Stock) and BTBDW (Warrants), has filed a Form 8-K with the U.S. Securities and Exchange Commission. The core item in this filing is the inclusion of the consent from its independent registered public accounting firm, Boulay PLLP, which is a key regulatory step related to the Company’s Registration Statement on Form S-3.

Key Highlights from the Filing

• Consent of Auditor for Form S-3 Registration: BT Brands is seeking to incorporate by reference the audit report of Boulay PLLP, dated March 30, 2026, in its new Form S-3 Registration Statement. This covers the Company’s consolidated financial statements for the fiscal year ended December 28, 2025.
• Reference Under “Experts” Section: The consent also allows BT Brands to reference Boulay PLLP under the “Experts” section of the Form S-3 Registration Statement.
• Exhibit 23.1: The consent of the auditor is attached as Exhibit 23.1 to the Form 8-K and is incorporated by reference.
• Signature: The 8-K was signed by Gary Copperud, Chief Executive Officer of BT Brands, Inc.

What Shareholders Need to Know

• Potential Capital Raise or Securities Offering: The filing of a Form S-3 Registration Statement and the auditor’s consent are often preparatory steps for a company to raise capital or offer new securities (such as common stock, preferred stock, warrants, or other securities) to the public or institutional investors. While the 8-K does not specify an imminent offering, these actions typically indicate that the company is positioning itself for future capital markets activity.
• Price Sensitivity: The possibility of a new securities offering, or preparations for one, can be price-sensitive. Depending on the size, purpose, and terms of any future offering, there may be an impact on existing share values. Investors should monitor subsequent filings from BT Brands, as any new offering could affect dilution, capital structure, and the Company’s growth trajectory.
• Regulatory Compliance and Transparency: The inclusion of the auditor’s consent and the reference to audited financials underscore BT Brands’ efforts to maintain regulatory compliance and transparency, which are important for investor confidence, especially if the Company is planning a capital markets transaction.

Additional Context

• Securities Registered: The Company’s securities registered under Section 12(b) of the Exchange Act are:
  • Common Stock (BTBD): Nasdaq Capital Market
  • Warrants (BTBDW): Nasdaq Capital Market
• Emerging Growth Company: BT Brands has indicated it is not an emerging growth company, which means it is not eligible for certain reduced regulatory requirements.
• Filing Details: The Form 8-K was filed on April 6, 2026, and the report date for the event is also April 6, 2026.

Exhibit 23.1 – Auditor’s Consent (Summary)

Boulay PLLP, the independent registered public accounting firm, has formally consented to the inclusion of its audit report dated March 30, 2026, in BT Brands’ Form S-3 Registration Statement and to be named as an expert in the Registration Statement. The consent is dated April 6, 2026, and signed in Minneapolis, Minnesota.

Potential Impact on Investors

This filing signals that BT Brands, Inc. may be preparing for a securities offering or other capital markets activity. Such developments can be material and price-sensitive. Investors should monitor follow-up disclosures from the Company for details regarding any proposed offerings, the intended use of proceeds, and the impact on shareholder value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence or consult with a financial advisor before making investment decisions. The information herein is based on publicly available filings and may be subject to change or further clarification by the company.

View BT Brands, Inc. Historical chart here