EXHIBIT 1.1

BT BRANDS, INC.

AMENDMENT NO. 1 TO EQUITY DISTRIBUTION AGREEMENT

November 21, 2025

Maxim Group LLC

300 Park Avenue, 16th Floor

New York, New York 10022

Ladies and Gentlemen:

Reference is made to that certain equity distribution agreement, dated as of December 13, 2024 (the “Sales Agreement”), by and between BT Brands, Inc., a Wyoming corporation (the “Company”), and Maxim Group LLC (the “Agent”). Capitalized terms used herein but not otherwise defined are used herein as defined in the Sales Agreement.

The Company and Agent (collectively, the “Parties”) wish to amend the Sales Agreement, pursuant to Section 15 of the Sales Agreement, on the terms and conditions set forth in this letter (this “Amendment No. 1”). Therefore, for and in consideration of the mutual covenants and agreements herein contained, and contained in the Sales Agreement, the Company, on the one hand, and the Agent, on the other hand, the Parties therefore hereby agree as follows effective as of the date hereof:

1. Increase in the Aggregate Offering Price of Shares. The reference to “$3,005,000” in the heading, introductory paragraph, Sections 2 and 7 of the Sales Agreement regarding the aggregate offering price of the shares of Common Stock is hereby amended and replaced with “$3,565,880.”

2. Definition of Prospectus Supplement. The Parties agree that the definition of “Prospectus Supplement” under Section 1(a)(i) of the Sales Agreement shall include the prospectus supplement to the Base Prospectus, dated the date hereof, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act.

3. Legal Fees for the Agent. Upon the execution of this Amendment No. 1, the Company shall reimburse the Agent $40,000 for its legal fees. For the avoidance of doubt, Section 3(g) of the Sales Agreement shall continue to remain in full force and effect following the execution of this Amendment No. 1.

4. Governing Law. THIS AMENDMENT NO. 1 SHALL BE SUBJECT TO THE PROVISIONS REGARDING APPLICABLE LAW AND WAIVER OF JURY TRIAL SET FORTH IN SECTIONS 12 AND 16 OF THE SALES AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS.

5. Counterparts. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed Amendment No. 1 by one party to the other may be made by facsimile or electronic transmission.

6. Agreement Remains in Effect. Except as provided herein, all provisions, terms and conditions of the Sales Agreement shall remain in full force and effect. As amended hereby, the Sales Agreement is ratified and confirmed in all respects. On and after the date of this Amendment No. 1, each reference in the Sales Agreement to the “Agreement”, “hereinafter”, “herein”, “hereinafter”, “hereunder”, “hereof”, or words of like import shall mean and be a reference to the Sales Agreement as amended by this Amendment No. 1.

[Signature Page Follows]

If the foregoing is in accordance with your understanding of our agreement, please sign and return to the Company the enclosed duplicate of this Amendment No. 1 to the Equity Distribution Agreement, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Agent in accordance with its terms.

Confirmed as of the date first above mentioned.

[Signature Page to Amendment No. 1 to Equity Distribution Agreement]

 EXHIBIT 5.1

Ruffa & Ruffa, P.C.

November 21, 2025

BT Brands, Inc.

405 Main Avenue West, Suite 2D,

West Fargo, ND 58078

Re:       Registration Statement on Form S-3 (File No. 333-283830)

Ladies and Gentlemen:

We have acted as special counsel to BT Brands, Inc., a Wyoming corporation (the “Company”), in connection with its filing of (i) a Registration Statement on Form S-3 (Registration No. 333-283830) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission (the “Commission”), (ii) the base prospectus, dated December 13, 2024 (the “Base Prospectus”), included in the Registration Statement and (iii) the prospectus supplement, dated as of December 13, 2024 filed with the Base Prospectus (“Prospectus Supplement No. 1”) and (iv) the prospectus supplement, to be filed with the Commission (“Prospectus Supplement No. 2” and together with Prospectus Supplement No. 1 and the Base Prospectus, as supplemented from time to time by one or more prospectus supplements, the “Prospectus”), pursuant to Rule 424 promulgated under the Act and, upon such filing, will form a part of the Registration Statement.

The Prospectus relates to the public offering of an aggregate of $3,565,880 of shares of common stock, par value $0.002 per share (the “Shares”). The Shares are being sold pursuant to that certain Equity Distribution Agreement, dated as of December 13, 2024, as amended on November 21, 2025, by and between Maxim Group LLC, as the sales agent, and the Company (as so amended, the “Distribution Agreement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares.

We have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. The opinions expressed herein are limited to the Wyoming Business Corporation Act. We express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We express no opinion herein concerning any state securities or blue sky laws.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, the authenticity of the originals of such latter documents and the legal competence of all signatories to such documents.

Ruffa & Ruffa, P.C.

November 21, 2025

Page 2

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been duly authorized for issuance, and when issued against payment therefor pursuant to the terms of the Distribution Agreement, will be validly issued, fully paid and non-assessable.

Our opinion set forth herein is limited to the matters expressly set forth in this letter and no opinion should be implied or may be inferred beyond the matters expressly stated. This opinion speaks only as to law and facts in effect or existing as of the date hereof, and we disclaim any obligation or responsibility to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K, filed on the date hereof and incorporated by reference into the Registration Statement and to the reference to our firm under the caption “Legal Matters” in the Prospectus. In giving such consents, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.