SEC Form SC 13D/A filed by BK Technologies Corporation (Amendment)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 15)*
BK TECHNOLOGIES CORPORATION
(Name of Issuer)
Common Stock, par value $0.60 per share
(Title of Class of Securities)
05587G 104
(CUSIP Number)
D. Kyle Cerminara
Fundamental Global GP, LLC
108 Gateway Blvd., Suite 204
Mooresville, NC 28117
(704) 323-6851
With a copy to:
Lawrence S. Elbaum
Vinson & Elkins L.L.P.
1114 Avenue of the Americas, 32nd Floor
New York, NY 10036
(212) 237-0000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 22, 2021
(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 ☐.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | 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 (“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).
| CUSIP No. 00534A102 | 13D | Page 2 of 12 |
| 1 | NAME OF REPORTING PERSON
Fundamental Global GP, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
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
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
2,628,313 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
2,628,313 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,628,313 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 00534A102 |
13D | Page 3 of 12 |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Investors, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
AF | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
North Carolina | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 00534A102 |
13D | Page 4 of 12 |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Partners Master Fund, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC | |||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐ | |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 05587G 104 | 13D | Page 5 of 12 |
| 1 | NAME OF REPORTING PERSON
Fundamental Global Holdings, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
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
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,083,875 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,083,875 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,083,875 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.5% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 05587G 104 | 13D | Page 6 of 12 |
| 1 | NAME OF REPORTING PERSON
Fundamental Activist Fund I, LP | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
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
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
0 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
0 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 05587G 104 | 13D | Page 7 of 12 |
| 1 | NAME OF REPORTING PERSON
BK Technologies Holdings, LLC | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a): ☐ (b): ☐
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
OO; 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
|
7 | SOLE VOTING POWER
0 | ||||
| 8 | SHARED VOTING POWER
1,544,438 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
1,544,438 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,544,438 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.2% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 05587G 104 | 13D | Page 8 of 12 |
| 1 | NAME OF REPORTING PERSON
Joseph H. Moglia | |||||
| 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 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
845,813 | ||||
| 8 | SHARED VOTING POWER
845,813 | |||||
| 9 | SOLE DISPOSITIVE POWER
845,813 | |||||
| 10 | SHARED DISPOSITIVE POWER
845,813 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
845,813 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 05587G 104 | 13D | Page 9 of 12 |
| 1 | NAME OF REPORTING PERSON
D. Kyle Cerminara | |||||
| 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 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
11,971(1) | ||||
| 8 | SHARED VOTING POWER
2,628,313 | |||||
| 9 | SOLE DISPOSITIVE POWER
21,971(2) | |||||
| 10 | SHARED DISPOSITIVE POWER
2,628,313 | |||||
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,650,284(1)(2) | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.8% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| (1) | Does not include 27,596 shares potentially issuable to Mr. Cerminara pursuant to grants of restricted stock units. |
| (2) | Includes 10,000 shares purchasable pursuant to stock options that are exercisable within 60 days of the filing of this Statement. |
| CUSIP No. 05587G 104 | 13D | Page 10 of 12 |
This Amendment No. 15 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 15”) amends the Statement of Beneficial Ownership on Schedule 13D filed by the Reporting Persons on September 3, 2014, as amended (the “Schedule 13D” or this “Statement”), with respect to the Common Stock, par value $0.60 per share (the “Common Stock”), of BK Technologies Corporation, a Nevada corporation (the “Company”). Capitalized terms used but not defined in this Amendment No. 15 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 15, the Schedule 13D remains unchanged.
| Item 3. | Source and Amount of Funds or Other Consideration. |
The total cost for purchasing the Common Stock reported as owned by the Reporting Persons, including brokerage commissions, was approximately as follows: FGHP, $5,023,775 and Mr. Moglia, $3,218,559. The source of these funds was working capital or personal funds, as applicable. FAFI and FGPM transferred to BK Technologies Holdings, LLC (“BKTH”) the 1,544,438 shares of Common Stock reported as owned by BKTH.
| Item 4. | Purpose of Transaction. |
On July 22, 2021, Fundamental Global Investors, LLC entered into a Purchase Agreement (“Purchase Agreement”) with Metrolina Capital Investors, LLC, pursuant to which Fundamental Global Investors, LLC sold 630,915 shares of common stock of the Company to Metrolina Capital Investors, LLC for an aggregate price of $2,000,000.55. A copy of the Purchase Agreement is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
(a) The Reporting Persons beneficially own in the aggregate 3,496,097 shares of Common Stock, which represents approximately 20.83% of the Company’s outstanding shares of Common Stock.
Each percentage ownership of shares of Common Stock set forth in this Statement is based on 16,785,721 shares of Common Stock after closing of the Company’s public offering of 4,249,250 shares of its common stock on June 9, 2021.
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the Reporting Persons have entered into an agreement with respect to the joint filing of this Amendment No. 15, which agreement is set forth on the signature page to this Statement.
That certain Purchase Agreement, dated as of July 22, 2021, by and between Fundamental Global Investors, LLC and Metrolina Capital Investors, LLC pursuant to which Fundamental Global Investors, LLC sold 630,915 shares of common stock of the Company to Metrolina Capital Investors, LLC for an aggregate price of $2,000,000.55.
| Item 7. | Material to Be Filed as Exhibits. |
99.1 Purchase Agreement, dated as of July 22, 2021, by and between Fundamental Global Investors, LLC and Metrolina Capital Investors, LLC.
| CUSIP No. 05587G 104 | 13D | Page 11 of 12 |
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: August 24, 2021
| FUNDAMENTAL GLOBAL GP, LLC |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Chief Executive Officer |
| FUNDAMENTAL GLOBAL INVESTORS, LLC |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Chief Executive Officer, Partner and Manager |
| FUNDAMENTAL GLOBAL PARTNERS MASTER FUND, LP, by FG Partners GP, LLC, its general partner |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Manager |
| FUNDAMENTAL GLOBAL HOLDINGS, LP, by FGI Holdings GP, LLC, its general partner |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Manager |
| FUNDAMENTAL ACTIVIST FUND I, LP, by Fundamental Activist Fund I GP, LLC, its general partner |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Manager |
| CUSIP No. 05587G 104 | 13D | Page 12 of 12 |
| FGI FUNDS MANAGEMENT, LLC |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Manager |
| BK TECHNOLOGIES HOLDINGS, LLC by Fundamental Global GP, LLC, its manager |
| /s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Chief Executive Officer |
| /s/ D. Kyle Cerminara |
| D. KYLE CERMINARA |
| /s/ Joseph H. Moglia |
| JOSEPH H. MOGLIA |