BTBD BT Brands Inc

Filed pursuant to Rule 424(b)(3)

Registration No. 333-260998

Prospectus Supplement No. 8 Dated July 29, 2022

(To Prospectus Dated November 12, 2021)

2,400,000 Shares of Common Stock issuable upon exercise of the Warrants

This prospectus supplement No. 8 supplements the prospectus of BT Brands, Inc. (the “Company,” “we,” “us,” or “our”) dated November 12, 2021, filed with the Securities and Exchange Commission (“SEC”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended, as supplemented by prospectus supplement No. 1 dated November 17, 2021, prospectus supplement No. 2 dated November 19, 2021, prospectus supplement No. 3 dated March 11, 2022, prospectus supplement No. 4 dated March 21, 2022, prospectus supplement No. 5 dated May 20, 2022, prospectus supplement No. 6 dated May 21, 2022, and prospectus supplement No. 7 dated June 10, 2022 (collectively, the “Prospectus”). Pursuant to the Prospectus, this prospectus supplement relates to the continuous offering of 2,400,000 shares of common stock underlying the warrants sold in our initial public offering.

This prospectus supplement incorporates into our Prospectus the information contained in our attached Current Report on Form 8-K/A, which we filed with the SEC on July 27, 2022.

This prospectus supplement should be read in conjunction with the Prospectus, which is required to be delivered with this prospectus supplement. This prospectus supplement updates, amends and supplements the information included in the Prospectus. This prospectus supplement is qualified by reference to the Prospectus except to the extent that the information in this prospectus supplement supersedes the information contained in the Prospectus.

This prospectus supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any supplements and amendments thereto.

Our common stock and the warrants are traded on The NASDAQ Capital Market under the symbols “BTBD,” and “BTBDW,” respectively.

AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. SEE THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 9 OF THE PROSPECTUS FOR A DISCUSSION OF INFORMATION THAT SHOULD BE CAREFULLY CONSIDERED IN CONNECTION WITH AN INVESTMENT IN OUR SECURITIES

You should rely only on the information contained in the Prospectus, as supplemented or amended by this Prospectus Supplement and any other prospectus supplement or amendment thereto. We have not authorized anyone to provide you with different information.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement is July 29, 2022.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2022

Registrant’s telephone number, including area code: (701) 277-0080

_______________________________________________ 

 (Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01. Completion of Acquisition or Deposition of Assets.

Completion of acquisition of assets of Keegan’s Seafood Grille, Inc.

On March 2, 2022, BT Brands, Inc. (“we,” “us” or the “Company”) announced that it had completed the acquisition of substantially all of the assets of Keegan’s Seafood Grille, Inc., a dine-in restaurant offering a variety of traditional fresh seafood items for lunch and dinner and a selection of beer and wine, that has served customers in the Clearwater and St. Petersburg, Florida markets for over 35 years.

We are filing this Current Report on Form 8-K/A to furnish audited financial statements of Keegan’s Seafood Grille, Inc. for the year ended December 31, 2021. Because of the effects of COVID-19 restrictions during 2021, including a closing of indoor dining during a portion of the period covered, and the receipt of one-time Payroll Protection Loans which were converted to grants, we do not believe the historic financial statements included are indicative of either the historic or the future performance of the acquired business."

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