UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
TransAct Technologies, Inc.
(Name of Issuer)
Common Stock, par value $0.01 par value
(Title of Class of Securities)
892918103
(CUSIP Number)
Bryant R. Riley
B. Riley Financial, Inc.
11100 Santa Monica Boulevard, Suite 800
Los Angeles, CA 90025
(818) 884-3737
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 12, 2024
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
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 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
| CUSIP No. 892918103 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Financial, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 935,143 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 935,143 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 935,143 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%* |
| 14. |
TYPE OF REPORTING PERSON HC |
| * | Percent of class is calculated based on 10,010,357 shares of common stock, par value $0.01 (the “Common Stock”), of TransAct Technologies, Inc. (the “Issuer”) outstanding as of October 31, 2024, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 12, 2024 (the “10-Q”). |
2
| CUSIP No. 892918103 |
| 1 |
NAME OF REPORTING PERSONS B. Riley Securities, Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 100,010 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 100,010 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,010 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0%* |
| 14. |
TYPE OF REPORTING PERSON BD |
| * | Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of April 6, 2022, as reported by the Issuer in the 10-Q. |
3
| CUSIP No. 892918103 |
| 1 |
NAME OF REPORTING PERSONS BRF Investments, LLC |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS WC |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 835,133 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 835,133 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 835,133 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.3%* |
| 14. |
TYPE OF REPORTING PERSON OO |
| * | Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of April 6, 2022, as reported by the Issuer in the 10-Q. |
4
| CUSIP No. 892918103 |
| 1 |
NAME OF REPORTING PERSONS Bryant R. Riley |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐ |
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS PF, AF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
7 |
SOLE VOTING POWER 0 |
| 8 |
SHARED VOTING POWER 935,143 | |
| 9 |
SOLE DISPOSITIVE POWER 0 | |
| 10 |
SHARED DISPOSITIVE POWER 935,143 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 935,143 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.3%* |
| 14. |
TYPE OF REPORTING PERSON IN |
| * | Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of April 6, 2022, as reported by the Issuer in the 10-Q. |
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This Amendment No. 4 amends and supplements the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 6, 2022, as amended by Amendment No. 1 filed with the SEC on April 14, 2022, as amended by Amendment No.2 filed with the SEC on May 13, 2022, and as amended by Amendment No.3 filed with the SEC on October 11, 2022 (as so amended, the “Schedule13D”), relating to the Common Stock, par value $0.01 per share(the “Common Stock”), of TransAct Technologies, Inc., a Delaware corporation (the “Issuer” or “Company”). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Each capitalized term used but not defined herein has the meaning ascribed to such term in the Schedule13D.
| ITEM 2. | IDENTITY AND BACKGROUND |
Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:
| (1) | B. Riley Financial, Inc. (“BRF”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRF is serving as a holding company. Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the executive officers and directors of BRF. To the best of BRF’s knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein. | |
| (2) | B. Riley Securities, Inc. (“BRS”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRS is serving as a broker dealer. |
| (3) | BRF Investments, LLC. (“BRFI”) is a Delaware corporation with a principal place of business located at 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. The principal business of BRFI is investing in securities. |
| (4) | The address of the business office of Bryant R. Riley is 11100 Santa Monica Blvd., Suite 800, Los Angeles, California 90025. Bryant R. Riley, an individual, is the Co-Chief Executive Officer and Chairman of the Board of Directors of BRF. |
During the last five years, none of the Reporting Persons nor any person listed on Schedule A have been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| ITEM 5. | INTEREST OF SECURITIES OF THE ISSUER. |
Item 5, Sections (a) and (b) of the Schedule 13D are hereby amended and restated in its entirety as follows:
(a) – (b)
| 1. | As of the date hereof, BRS beneficially owned directly 100,010 shares of Common Stock, representing 1.0% of the Issuer’s Common Stock. |
| 2. | As of the date hereof, BRFI beneficially owned directly 835,133 shares of Common Stock, representing 8.3% of the Issuer’s Common Stock. | |
| 3. | BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. |
| 4. | Bryant R. Riley may beneficially own 935,143 shares of Common Stock, representing 9.3% of the Issuer’s Common Stock outstanding and held directly by BRS and BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRS and BRFI except to the extent of his pecuniary interest therein. |
6
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: November 14, 2024
| B. RILEY FINANCIAL, INC. | ||
| /s/ Bryant Riley | ||
| Name: | Bryant Riley | |
| Title: | Co-Chief Executive Officer | |
| B. RILEY SECURITIES, INC. | ||
| /s/ Andrew Moore | ||
| Name: | Andrew Moore | |
| Title: | Chief Executive Officer | |
|
BRF INVESTMENTS, LLC |
||
| /s/ Phillip Ahn | ||
| Name: | Phillip Ahn | |
| Title: | Authorized Signatory | |
| /s/ Bryant R. Riley | ||
| Name: | Bryant R. Riley | |
7
SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
| Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
| Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.; Chief Executive Officer and Board of Managers of B. Riley Capital Management, LLC; and Co-Executive Chairman and Director of B. Riley Securities, Inc. | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Thomas J. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman and Director of B. Riley Securities, Inc.; and President and Board of Managers of B. Riley Capital Management, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Phillip J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Alan N. Forman Executive Vice President, General Counsel and Secretary |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Howard E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. |
30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Robert L. Antin Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Tammy Brandt Director |
Senior Member of the Legal team at Creative Artists Agency, a leading global entertainment and sports agency | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Robert D’Agostino Director |
President of Q-mation, Inc., a supplier of software solutions | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Michael J. Sheldon Director |
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Mimi Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States |
8