v3.25.2
RELATED PARTY TRANSACTION
 6 Months Ended
Jun. 29, 2025
RELATED PARTY TRANSACTION  
RELATED PARTY TRANSACTION

NOTE 9 - RELATED PARTY TRANSACTION

 

NGI Corporation

 

As of June 29, 2025, the total amount invested in equity and loans to NGI is $996,357. This amount includes:

 

 

·

$333,136 in demand loans to NGI, which bear interest at 15%, payable-in-kind. The aggregate amount of principal and interest accrued on these loans are convertible into shares of NGI Series B preferred stock and warrants at any time at BT Brands’ option. The Series B shares, including accrued in-kind dividends, are convertible to NGI common shares on a share-for-share basis. Approximately $25,000 in accrued interest on these loans has not been recognized. BT Brands periodically the status and evaluates its conversion option.

 

 

 

 

·

 

As consideration for the demand loans, the 358,000 warrants noted below were extended for five years beyond the original expiration date and the warrants were modified to reflect the provision that the exercise price per share shall be adjusted to equal the share price equal to any NGI's offering price per share of any common stock offering below $1.00 per share of more than $1 million in gross offering cost.

 

 

 

 

·

$359,221 in a senior secured promissory note acquired from the original lender to NGI, bearing interest at 12% per year and granting to BT Brands a senior secured interest in all of the assets of NGI; and

 

 

 

 

·

$304,000 in equity investments.

 

BT Brands has purchased Disney-character aluminum bottles through direct payment to vendors and suppliers, aggregating approximately 292,372 bottles as of June 29, 2025. NGI has the option to repurchase the bottles from BT at $1.50 per bottle. Under the terms of the agreement, BT may sell bottles to a third party; in this case, BT must remit to NGI the net sales price over $1.50 per bottle. As of June 29, 2025, $292,372 has been spent to purchase and process bottles under this program. We expect the bottles owned by BT to be sold during the second half of 2025. We have the option to buy additional bottles from NGI on similar terms. 

 

Prior to 2023, BT Brands made a series of equity investments in NGI and received 179,000 common shares and warrants expiring on March 31, 2029, to purchase 358,000 shares of common stock for $1.00 per share. On February 12, 2022, we invested $229,000 in NGI Series A1 Preferred shares, which were subsequently converted into 157,456 NGI common shares and 34,697 common stock purchase warrants. The investment in NGI does not have a readily determined market value, and it is carried at the historical cost determined by BT Brands, which it believes is reasonable.

 

As of June 29, 2025, our total investment in NGI is as follows:

 

 

 

Shares

 

 

Warrants

 

 

Loans

 

 

Total Investment

 

 

Bottle Inventory

 

Balance, December 31, 2023

 

 

336,496

 

 

 

392,697

 

 

$0

 

 

$304,000

 

 

$0

 

2024 Activity

 

 

0

 

 

 

0

 

 

 

120,000

 

 

 

120,000

 

 

 

0

 

Balance, December 29, 2024

 

 

336,496

 

 

 

392,697

 

 

 

120,000

 

 

 

424,000

 

 

 

0

 

26 weeks ended June 29, 2025

 

 

0

 

 

 

 0

 

 

 

572,357

 

 

 

572,357

 

 

 

292,372

 

Balance, June 29, 2025

 

 

336,496

 

 

 

392,697

 

 

$692,357

 

 

$996,357

 

 

$292,372

 

 

As of June 29, 2025, assuming exercise of all warrants and options, BT Brands owns less than 5 % of NGI's fully diluted shares.

 

Our COO, Kenneth Brimmer, is a member of NGI’s board and its CFO. Effective April 1, 2025, Gary Copperud resigned from the NGI board of directors.