SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BT Brands, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
0557MQ 10 7
(CUSIP Number)
January 12, 2023
(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
206,578 |
| 6 |
Shared Voting Power (see Item 5 below)
0 | |
| 7 |
Sole Dispositive Power
206,578 | |
| 8 |
Shared Dispositive Power (see Item 5 below)
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
206,578 |
| 10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 11 |
Percent of Class Represented by Amount in Row (11)
3.1% |
| 12 |
Type of Reporting Person
OO |
1
| 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
206,578 |
| 6 |
Shared Voting Power (see Item 5 below)
0 | |
| 7 |
Sole Dispositive Power
206,578 | |
| 8 |
Shared Dispositive Power (see Item 5 below)
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
206,578 |
| 10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 11 |
Percent of Class Represented by Amount in Row (11)
3.1% |
| 12 |
Type of Reporting Person
OO |
2
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
206,578 (1) |
| 6 |
Shared Voting Power (see Item 5 below)
0 | |
| 7 |
Sole Dispositive Power
206,578 | |
| 8 |
Shared Dispositive Power (see Item 5 below)
0 |
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
206,578 |
| 10 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
|
| 11 |
Percent of Class Represented by Amount in Row (11)
3.1% |
| 12 |
Type of Reporting Person
IN |
| (1) | Represents warrants to purchase 206,578 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 voting 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. |
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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 300 Park Avenue, 16th Floor, New York, NY 10022. | |
| 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 |
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| Item 4. |
Ownership |
| The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. | |
| Item 5. | Ownership of Five Percent or Less of a Class |
| Reporting Persons own less than 5% of the shares of the Issuer. | |
| 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. |
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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: January 18, 2023 | Maxim Partners LLC, by MJR Holdings, LLC, managing member | |
| By: | /s/ Michael Rabinowtiz | |
| Name: Michael Rabinowitz | ||
| Title: Managing Member | ||
|
Date: January 18, 2023 |
MJR Holdings, LLC | |
| By: | /s/ Michael Rabinowtiz | |
| Name: Michael Rabinowitz | ||
| Title: Managing Member | ||
| Date: January 18, 2023 | By: | /s/ Michael Rabinowitz |
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