BTBD BT Brands Inc

Item 1.01 Entry into a Material Definitive Agreement.

On June 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) completed the acquisition of approximately 41.4% of the outstanding shares of common stock of Bagger Dave’s Burger Tavern, Inc. (www.baggerdaves.com) for $1,260,000 from Michael Ansley, Bagger Dave’s president and largest stockholder. On the closing date, Mr. Ansley returned for cancellation his shares of preferred stock in Bagger Dave’s, which comprised all of the outstanding preferred stock on the closing date, and resigned as an officer and director.

Bagger Dave's owns and operates six Bagger Dave's restaurants, a casual restaurant and bar concept that offers a warm, inviting, and entertaining atmosphere. Bagger Dave's specializes in locally sourced, never-frozen prime rib recipe burgers, all-natural turkey burgers, hand-cut fries, locally crafted draft beers, milkshakes, salads, black bean turkey chili, pizza and other items. Bagger Dave's opened its first restaurant in Berkley, Michigan in January 2008 and operates three additional restaurants in Michigan, one in Ft. Wayne, Indiana and one in Centerville, Ohio.

* Certain schedules to this exhibit have been omitted in accordance with Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon its request.