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. 16)*
BK TECHNOLOGIES CORPORATION
(Name of Issuer)
Common Stock, par value $0.60 per share
(Title of Class of Securities)
05587G203
(CUSIP Number)
D. Kyle Cerminara
Fundamental Global GP, LLC
108 Gateway Blvd., Suite 204
Mooresville, NC 28117
(704) 323-6851
With a copy to:
Arthur Piervincenti
Piervincenti Law PLLC
631-300 Brawley School Rd #225
Mooresville NC 28117
704-251-9679
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 24, 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 ☐.
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. 05587G203 | 13D | Page 2 of 7 |
| 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
486,709 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
486,709 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
486,709 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.1% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 05587G203 | 13D | Page 3 of 7 |
| 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
216,775 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
216,775 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
216,775 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
| CUSIP No. 05587G203 | 13D | Page 4 of 7 |
| 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
269,934 | |||||
| 9 | SOLE DISPOSITIVE POWER
0 | |||||
| 10 | SHARED DISPOSITIVE POWER
269,934 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
269,934 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8% | |||||
| 14 | TYPE OF REPORTING PERSON
OO | |||||
| CUSIP No. 05587G203 | 13D | Page 5 of 7 |
| 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
28,659 | ||||
| 8 | SHARED VOTING POWER
486,709 | |||||
| 9 | SOLE DISPOSITIVE POWER
28,659 | |||||
| 10 | SHARED DISPOSITIVE POWER
486,709 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
515,368 | |||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐ | |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.9% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
| CUSIP No. 05587G203 | 13D | Page 6 of 7 |
This Amendment No. 16 to Statement of Beneficial Ownership on Schedule 13D (this “Amendment No. 16”) 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. 16 shall have the meanings set forth in the Schedule 13D. Except as amended and supplemented by this Amendment No. 16, 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 BKTH, $5,268,071. The source of these funds was working capital.
| Item 4. | Purpose of Transaction. |
On January 24, 2024, Fundamental Global GP, LLC entered into an Agreement (“Agreement”) with BK Technologies Corporation, pursuant to which Fundamental Global GP, LLC delivered 52,000 shares of the Company’s Common Stock to BK Technologies Corporation, as settlement of the full withdrawal and redemption proceeds with respect to the Series B Common limited liability company membership interest in FG Financial Holdings, LLC held by BK Technologies Corporation. A copy of the Agreement is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| Item 5. | Interest in Securities of the Issuer. |
The Reporting Persons beneficially own in the aggregate 515,368 shares of Common Stock, which represents approximately 14.9% 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 3,455,499 shares of Common Stock reported by the Company as outstanding as of November 6, 2023 in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2023.
The following transaction was effected by BKTH since the filing of Amendment No. 15 to this Statement: on January 26, 2024, 2,454 shares were sold at a weighted average price of $13.00 per share. The Reporting Persons undertake to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price. This transaction was effected through the open market.
| 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. 16, which agreement is set forth on the signature page to this Statement.
| Item 7. | Material to Be Filed as Exhibits. |
99.1 Agreement, dated as of January 24, 2024, by and between Fundamental Global GP LLC, FG Financial Holdings LLC, and BK Technologies Corporation.
| CUSIP No. 05587G203 | 13D | Page 7 of 7 |
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: January 26, 2024
| FUNDAMENTAL GLOBAL GP, LLC |
/s/ D. Kyle Cerminara |
| D. Kyle Cerminara |
| Chief Executive Officer |
| FUNDAMENTAL GLOBAL HOLDINGS, LP, |
| by FGI Holdings GP, LLC, its general partner |
/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 |
