BK Technologies Corp

Major Shareholding Notification • Aug 24, 2021

SC 13D/A 1 d289422dsc13da.htm SC 13D/A SC 13D/A

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	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	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	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	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	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	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	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	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