Filing Details

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

BT Brands, Inc.

(Name of Issuer)

 

Common Stock, $0.001 par value

(Title of Class of Securities)

 

0557MQ 10 7

(CUSIP Number)

 

 

February 14, 2020

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐   Rule 13d-1(b)

☐   Rule 13d-1(c)
☒   Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

 

1	Names of Reporting Person.   Maxim Partners LLC
2	Check the Appropriate Box if a Member of a Group (a)  ☐ (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization
	New York

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	5	Sole Voting Power   629,156 (1)
	6	Shared Voting Power (see Item 5 below)   0
	7	Sole Dispositive Power   1629,156 (1)
	8	Shared Dispositive Power (see Item 5 below)   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   629,156
10	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (11)   7.74% (2)
12	Type of Reporting Person   OO

 

 

1	Names of Reporting Person.   MJR Holdings, LLC
2	Check the Appropriate Box if a Member of a Group (a)  ☐ (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization
	New York

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	5	Sole Voting Power   629,156 (1)
	6	Shared Voting Power (see Item 5 below)   0
	7	Sole Dispositive Power   629,156 (1)
	8	Shared Dispositive Power (see Item 5 below)   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   629,156
10	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (11)   7.74% (2)
12	Type of Reporting Person   OO

 

 

1	Names of Reporting Person.   Michael Rabinowitz
2	Check the Appropriate Box if a Member of a Group (a)  ☐ (b)  ☐
3	SEC Use Only
4	Citizenship or Place of Organization
	United States

Number of  Shares Beneficially Owned by  Each  Reporting  Person With	5	Sole Voting Power   629,156 (1)
	6	Shared Voting Power (see Item 5 below)   0
	7	Sole Dispositive Power   629,156 (1)
	8	Shared Dispositive Power (see Item 5 below)   0

9	Aggregate Amount Beneficially Owned by Each Reporting Person   629,156
10	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (11)   7.74% (2)
12	Type of Reporting Person   IN

 

	(1)	Represents 600,000 shares of common stock and 29,156 warrants to purchase common stock held by Maxim Partners LLC.  MJR Holdings LLC is the managing member of Maxim Partners LLC.  Michael Rabinowitz is the managing member of MJR Holdings LLC and, therefore, has sole and dispositive power over the securities held by Maxim Partners LLC.  Mr. Rabinowitz disclaims beneficial ownership over any securities owned by Maxim Partners LLC and MJR Holdings except to the extent of his pecuniary interest therein.
	(2)	Based on a total of 8,095,004 shares of common stock issued and outstanding as of April 14, 2020 as reported by the Issuer in its Annual Report on Form 10-K, filed by the Issuer with the SEC on April 15, 2020.

 

 

SCHEDULE 13G

 

This Schedule 13G is filed on behalf of Maxim Partners LLC (“Maxim Partners”), MJR Holdings, LLC (“MJR Holdings”) and Michael Rabinowitz, (together with the Maxim Partners and MJR Holdings, the “Reporting Persons”).

 

Item 1(a).	Name of Issuer
	BT Brands, Inc. (“Issuer”)
Item 1(b).	Address of the Issuer’s Principal Executive Offices
	405 Main Avenue West, Suite 2D, West Fargo, ND 58078

 

Item 2(a).	Names of Persons Filing
	This Statement is filed on behalf of each of the following Reporting Persons:

 

	(i)	Maxim Partners LLC
	(ii)	MJR Holdings, LLC
	(iii)	Michael Rabinowitz

 

Item 2(b).	Address of the Principal Business Office, or if none, Residence:
	The address of each of the Reporting Persons is 405 Lexington Avenue, New York, New York 10174.
Item 2(c).	Citizenship

 

	(i)	Maxim Partners is formed in the State of New York.
	(ii)	MJR Holdings is formed in the State of New York.
	(iii)	Michael Rabinowitz is a citizen of the United States.

 

Item 2(d).	Title of Class of Securities
	Common Stock, $0.001 par value (“Common Stock”)
Item 2(e).	CUSIP Number
	0557MQ 10 7

 

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

	(a)  Broker or Dealer registered under Section 15 of the Exchange Act.
	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.
	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.
	(d) Investment company registered under Section 8 of the Investment Company Act.
	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).
	(f)  An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).
	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).
	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.
	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).
	Not applicable

 

Item 4.	Ownership   The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.   Maxim Partners LLC is an original shareholder of the Issuer and holds 600,000 shares of common stock. Maxim Group, LLC (“Maxim Group”), an affiliate of Maxim Partners, served as the placement agent for a private offering by the Issuer in July 2018, for which Maxim Group was entitled to cash fee and placement warrants exercisable at $1.65 per share, of which warrants 29,156 were issued to Maxim Partners at the request of Maxim Group.
Item 5.	Ownership of Five Percent or Less of a Class
	Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable

 

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable
Item 8.	Identification and Classification of Members of the Group
	Not Applicable
Item 9.	Notice of Dissolution of Group
	Not Applicable
Item 10.	Certification
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 8, 2020	Maxim Partners LLC, by MJR Holdings, LLC, managing member
	By:	/s/ Michael Rabinowtiz
		Name: Michael Rabinowitz
		Title: Managing Member
Date: May 8, 2020	MJR Holdings, LLC
	By:	/s/ Michael Rabinowtiz
		Name: Michael Rabinowitz
		Title: Managing Member
Date: May 8, 2020	By:	/s/ Michael Rabinowitz
		Michael Rabinowitz

 

Exhibit 1

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.001 par value per share, of BT Brands, Inc., and further agree that this Joint Filing Agreement shall be included as an exhibit to such joint filings.

 The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of May 8, 2020.

	Maxim Partners LLC, by MJR Holdings, LLC, managing member
	By:	/s/ Michael Rabinowtiz
		Name: Michael Rabinowitz
		Title: Managing Member
	MJR Holdings, LLC
	By:	/s/ Michael Rabinowtiz
		Name: Michael Rabinowitz
		Title: Managing Member
	By:	/s/ Michael Rabinowitz
		Michael Rabinowitz