S-1MEF

As filed with the Securities and Exchange Commission on November 12, 2021

Registration Statement No. 333-________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BT BRANDS, INC.

(Exact name of registrant as specified in its charter)

Wyoming	5812	81-4744185
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

405 Main Avenue West

Suite 2D

West Fargo, ND 58078

Phone: (701) 277-0080

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Kenneth Brimmer, Chief Operating Officer

405 Main Avenue West

Suite 2D

West Fargo, ND 58078

Phone: (701) 277-0080

Email: kbrimmer@itsburgertime.com

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

William P. Ruffa, Esq.	Mitchell S. Nussbaum, Esq.
Ruffa & Ruffa, P.C.	David J. Levine, Esq.
Phone: (646) 831-0320	Loeb & Loeb LLP
	345 Park Avenue
	New York, NY 10154
	Phone: (212) 407-4000

Approximate date of proposed sale to public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ File No. 333-250957

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering: ☐

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Securities Being Registered	Proposed Maximum Aggregate Offering Price (1)(2)		Amount of Registration Fee(3)
Units	$	2,348,000	$	217.66
Common Stock, par value $0.002, included in the Units		—		—
Warrants to Purchase Common Stock included in the Units		—		—
Common Stock underlying the Warrants included in the Units	$	2,582,800	$	239.43
Representative Warrants to purchase Common Stock		—		—
Common Stock underlying the Representative Warrants to purchase Common Stock	$	206,624	$	19.15
Total	$	5,137,424	$	476.24

________ 

(1)	Represents only the additional securities being registered, including securities issuable upon the exercise of the underwriters’ option to cover over-allotments, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-250957).
(2)	Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”).
(3)	The Registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $25,687,120 on a Registration Statement on Form S-1, as amended (File No. 333-250957), which was declared effective by the Securities and Exchange Commission on November 12, 2021. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $5,137,424 are hereby registered, which includes securities issuable upon the exercise of the underwriters’ option to cover over-allotments, if any.

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

BT Brands, Inc. (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1 (File No. 333-250957) (the “Prior Registration Statement”), which the Registrant filed with the Commission on November 25, 2020, and which the Commission declared effective on November 12, 2021.

The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate offering price of securities offered by the Registrant by $5,137,424, which includes securities subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock and/or warrants to purchase common stock to cover over-allotments, if any. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are hereby incorporated by reference into this Registration Statement.

The required opinion and consents are listed on the Exhibit Index below and filed herewith.

EXHIBIT INDEX

Exhibit No.	Description
5.1	Opinion of Ruffa & Ruffa, P.C.
23.1	Consent of Boulay PLLP, independent registered public accounting firm.
23.2	Consent of Ruffa & Ruffa, P.C. (included in Exhibit 5.1)
24.1	Power of Attorney (incorporated by reference to Exhibit 24.1 of the Registration Statement on Form S-1 (File No. 333-250957) filed on November 25, 2020).

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the Undersigned, thereunto duly authorized, in the City of Minneapolis, Minnesota on the 12th day of November 2021.

BT BRANDS, INC.
By:	/s/ Gary Copperud
	Chief Executive Officer and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:

	Signature	Capacity	Date
By:	/s/ Gary Copperud	Chief Executive Officer and Director (Principal Executive Officer)	November 12, 2021
By:	/s/ Kenneth Brimmer	Chief Operating Officer, Chief Financial Officer, and Chairman (Principal Financial and Accounting Officer)	November 12, 2021
By:	/s/ Jeffrey A. Zinnecker	Director	November 12, 2021

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EX-5.1

EXHIBIT 5.1

RUFFA & RUFFA, P.C.

November 12, 2021

BT Brands, Inc.

405 Main West

Suite 2D

West Fargo, ND 58078

Ladies and Gentlemen:

We have acted as counsel to BT Brands, Inc., a Wyoming corporation (the “Company”), in connection with the filing by the Company of a Registration Statement on Form S-1 (No. 333-250957) (the “Initial Registration Statement”) with the Securities and Exchange Commission, including the prospectus which forms a part of the Initial Registration Statement (the “Prospectus”), and a Registration Statement on Form S-1 related thereto filed pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “462(b) Registration Statement” and, together with the Initial Registration Statement, the “Registration Statements”), covering an underwritten public offering of (i) up to an aggregate of $14,088,000 of units (the “Units”) consisting of shares (the “Shares”) of the Company’s common stock, par value $0.002 per share (the “Common Stock”), and warrants to purchase shares of Common Stock (the “Common Warrants”), including securities issuable upon the exercise the underwriters’ option to cover over-allotments, if any, (ii) up to an aggregate of $15,496,800 of shares of Common Stock issuable from time to time upon exercise of the Common Warrants (the “Common Warrant Shares”), (iii) warrants to purchase up to an aggregate of $1,239,744 of shares of Common Stock (the “Representatives Warrants”) issued to the Representatives (as defined below) pursuant to the Underwriting Agreement (as defined below), and (iv) up to an aggregate of $1,239,744 of shares of Common Stock (the “Representatives Warrant Shares”) issuable upon exercise of the Representative Warrants. The Shares, the Common Warrants, the Common Warrant Shares, the Representatives Warrants and the Representatives Warrant Shares are collectively referred to as the “Securities.” The Securities are to be sold by the Company pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and between the Company and Maxim Group LLC and Joseph Gunnar & Co., LLC, acting as the representatives of the several underwriters named therein (the “Representatives”).

In connection with this opinion, we have examined and relied upon (a) the Registration Statements and the Prospectus, (b) the Company’s Articles of Incorporation and Bylaws, each as currently in effect, and (c) originals or copies certified to our satisfaction of such records, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have undertaken no independent verification with respect to such matters.

We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, the accuracy, completeness and authenticity of certificates of public officials and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

We express no opinion herein as to the laws of any state or jurisdiction other than the substantive laws of the State of New York as it relates to the Common Warrants and Representatives’ Warrants, the Wyoming Business Corporation Act (including all related provisions of the Wyoming Constitution and all reported judicial decisions interpreting the Wyoming General Corporation Law and the Wyoming Constitution) and the federal laws of the United States of America.

1

With regard to our opinion concerning the Units constituting valid and binding obligations of the Company, our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

With regard to our opinion concerning the Common Warrants and Representatives’ Warrants constituting valid and binding obligations of the Company:

(i) Our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law.

(ii) Our opinion is subject to the qualification that the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought.

(iii) We express no opinion as to any provision of the Common Warrants and the Representatives’ Warrants that: (a) provides for liquidated damages, buy-in damages, monetary penalties, prepayment or make-whole payments or other economic remedies to the extent such provisions may constitute unlawful penalties, (b) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, or procedural rights, (c) restricts non-written modifications and waivers, (d) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy, (e) relates to exclusivity, election or accumulation of rights or remedies, (f) authorizes or validates conclusive or discretionary determinations, or (g) provides that provisions of the Common Warrants and the Representatives’ Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable.

(iv) We express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law or jurisdiction provided for in the Common Warrants and the Representatives’ Warrants.

In rendering this opinion we have assumed that prior to the issuance of the Common Warrants forming part of the Units and the over-allotment option and the Representatives’ Warrants (i) the Registration Statement, as then amended, will have become effective under the Securities Act, and (ii) the Board of Directors of the Company will have taken action to set the sale price of the Common Warrants and the Representatives’ Warrants and the exercise price of the Common Warrants and the Representatives’ Warrants.

With regard to our opinion regarding the Common Warrants and the Representatives’ Warrants, we express no opinion to the extent that, notwithstanding its current reservation of shares of Common Stock, future issuances of securities, including the Common Warrant Shares and the Representatives’ Warrant Shares, of the Company and/or antidilution adjustments to outstanding securities, including the Common Warrants and the Representatives’ Warrants, of the Company cause the Common Warrants and the Representatives’ Warrants to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued.

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Based upon and subject to the foregoing, we are of the opinion that: (i) the Units have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Units will be validly issued, fully paid and non-assessable, and will be legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms; (ii) the Shares have been duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Underwriting Agreement, the Shares will be validly issued, fully paid and non-assessable; (iii) the Common Warrants, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement, the Underwriting Agreement and the Common Warrants, will constitute legal, valid and binding agreements of the Company, enforceable against the Company in accordance with their terms; (iv) the Common Warrant Shares have been duly authorized for issuance and, when issued and sold by the Company and delivered by the Company and upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement, the Underwriting Agreement and the Common Warrants, will be validly issued, fully paid and non-assessable; (v) the Representatives’ Warrants, when executed and delivered by the Company in accordance with and in the manner described in the Registration Statement, the Underwriting Agreement and the Representatives’ Warrants, will constitute a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, moratorium and similar laws affecting creditors’ rights generally and equitable principles of general applicability; and (vi) the Representatives’ Warrant Shares have been duly authorized for issuance and, when issued and sold by the Company and delivered by the Company and upon valid exercise thereof and against receipt of the exercise price therefor, in accordance with and in the manner described in the Registration Statement, the Underwriting Agreement and the Representatives’ Warrants, will be validly issued, fully paid and non-assessable.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In so doing, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Ruffa & Ruffa, P.C.

Ruffa & Ruffa, P.C.

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated March 10, 2021, relating to the consolidated financial statements of BT Brands, Inc., appearing in the Prospectus, which is incorporated by reference in the Registration Statement.  We also consent to the reference to our Firm under the caption “Experts” in such Prospectus.

/s/ Boulay PLLP

Minneapolis, Minnesota

November 12, 2021