Sec Form 13D Filing - Fundamental Global GP LLC filing for BK Technologies Corporation (BKTI) - 2024-01-26

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 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).

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.

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.

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.

The Reporting Perso ns 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.

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.

99.1 Agreement, dated as of January 24, 2024, by and between Fundamental Global GP LLC, FG Financial Holdings LLC, and BK Technologies Corporation.

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