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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
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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) |
04/02/2025 (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 (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 892918103 |
| 1 |
Name of reporting person
B. Riley Financial, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
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 March 14, 2025, as reported by the Issuer in its Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 24, 2025 (the "10-K").
SCHEDULE 13D
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| CUSIP No. | 892918103 |
| 1 |
Name of reporting person
BRF Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of March 14, 2025, as reported by the Issuer in the 10-K.
SCHEDULE 13D
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| CUSIP No. | 892918103 |
| 1 |
Name of reporting person
B. Riley Securities, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check 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: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
100,010.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
BD |
Comment for Type of Reporting Person:
Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of March 14, 2025, as reported by the Issuer in the 10-K.
SCHEDULE 13D
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| CUSIP No. | 892918103 |
| 1 |
Name of reporting person
Bryant R. Riley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
826,745.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is calculated based on 10,010,357 shares of Common Stock of the Issuer outstanding as of March 14, 2025, as reported by the Issuer in the 10-K.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 par value | |
| (b) | Name of Issuer:
TransAct Technologies, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
One Hamden Center, 2319 Whiteney Avenue, Suite 3B, Hamden,
CONNECTICUT
, 06518. | |
Item 1 Comment:
This Amendment No. 5 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, as amended by Amendment No.3 filed with the SEC on October 11, 2022 (as so amended, the "Schedule13D"), and as amended by Amendment No.4 filed with the SEC on November 14, 2024 (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 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
As previously disclosed, on March 11, 2025, BRF effected a transaction pursuant to which BRF separated B. Riley Securities Holding, LLC ("BRSH"), the parent company of BRS, from BRF. As a result of the transaction, BRS implemented its own operating and governance structure and established a board of directors independent from BRF. As a result, BRF is no longer the beneficial owner of the Shares held by BRS. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (1) As of the date hereof, BRFI beneficially owned directly 826,745 shares of Common Stock, representing 8.3% of the Issuer's Common Stock. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held BRFI.
(2) As of the date hereof, BRS beneficially owned directly 100,010 shares of Common Stock, representing 1.0% of the Issuer's Common Stock. As previously disclosed, on March 11, 2025, BRF effected a transaction pursuant to which BRF separated B. Riley Securities Holding, LLC ("BRSH"), the parent company of BRS, from BRF. As a result of the transaction, BRS implemented its own operating and governance structure and established a board of directors independent from BRF. As a result, BRF is no longer the beneficial owner of the Shares held by BRS.
(3) Bryant R. Riley may beneficially own 826,745 shares of Common Stock, representing 8.3% of the Issuer's Common Stock outstanding and held directly by BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI except to the extent of his pecuniary interest therein. | |
| (b) | The information contained on the cover pages to this Amendment is incorporated by reference herein. | |
| (c) | None. | |
| (d) | As of the date hereof, BRS may no longer be deemed to be part of a "group" that beneficially owns more than 5% of the outstanding of the Issuer's Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons' response to Item 4 is incorporated by reference herein. | ||
| 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.
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