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. 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

EX-99.1

Exhibit 99.1

AGREEMENT

This Agreement (the “Agreement”) is made and entered into as of January 24, 2024, by and between BK Technologies Corporation, a Nevada corporation (“BKTI”), FG Financial Holdings, LLC, a Delaware limited liability company (“FGFH”), and Fundamental Global GP LLC, a Delaware limited liability company (“FGG”). Each of BKTI, FGFH, and FGG are sometimes referred to herein as a “Party” or together as the “Parties.”

WHEREAS, as of the date hereof, BKTI holds a Series B Common limited liability company membership interest (the “Series B Interest”) in FGFH;

AND WHEREAS, FGG holds shares of BKTI’s common stock, fifty-two thousand (52,000) of which are referred to herein as the “BKTI Shares;”

AND WHEREAS, BKTI desires to fully withdraw and redeem its Series B Interest from FGFH, in exchange for the BKTI Shares;

NOW THEREFORE, for and in consideration of the agreements herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Withdrawal. BKTI hereby fully withdraws and redeems its Series B Interest in FGFH; and FGFH hereby accepts such withdrawal request. BKTI acknowledges and agrees that this withdrawal will be effective as of the date hereof (the “Withdrawal Date”). Following the Withdrawal Date, BKTI understands that it will no longer hold any limited liability company membership interest in FGFH. Except as specifically set forth in this Agreement, BKTI acknowledges and agrees that the terms contained in the Limited Liability Company Operating Agreement of FGFH, as amended from time to time (the “FGFH Operating Agreement”), shall govern the terms of this withdrawal.

2. Settlement of Redemption Proceeds. BKTI acknowledges and agrees that in lieu of receiving cash or any other assets that are currently held by FGFH, the settlement of its full redemption proceeds from FGFH will be satisfied by FGFH causing the delivery by FGG of the BKTI Shares to BKTI, with such delivery to be made as soon as practicable after the Withdrawal Date.

3. Representations and Warranties. Each respective Party identified below hereby represents and warrants to the other respective Parties that:

a. Each Party has all requisite power to execute, deliver, and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

b. The execution, delivery, and performance by each Party of this Agreement and the consummation of the transactions contemplated herein are within the legal power and authority of each Party and have been duly and validly authorized by all necessary corporate action on the part of each respective Party and no further proceeding (corporate or otherwise), approval, consent or authorization on the part of either Party is necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered and constitutes the legal, valid, and binding obligation of each Party in accordance with the terms outlined herein.

c. Each Party is not party to, subject to, or bound by any agreement, law or judgment, order, writ, prohibition, injunction, or decree of any court or other governmental body that would prevent it from entering into this Agreement or completing the transactions pursuant to this Agreement. There is no litigation pending or threatened against either Party that would impair the execution, delivery, and/or performance by such Party of this Agreement and/or the consummation of the transactions contemplated herein.

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d. BKTI acknowledges that the Chief Executive Officer, Partner, and Manager of FGG, Mr. D. Kyle Cerminara, currently serves on the board of directors and as Chairman of FG Financial Group, Inc. (“FGF”) and of FG Group Holdings, Inc. (“FGH”), that FGFH holds common and preferred shares of FGF, that FGH holds membership interest in FGFH, and that FGF and FGH have entered into a definitive plan of merger, as outlined on Form S-4 filed with the Securities and Exchange Commission, a copy of which BKTI acknowledges having received and understands. Each Party acknowledges that it is a sophisticated investor and is capable of assessing and assuming investment risks with respect to FGFH, FGF and FGH, and the BKTI Shares, and further acknowledges that each Party is entering into this Agreement in reliance on this acknowledgment and with the other Parties’ understanding, acknowledgment, and agreement that the other Parties may be privy to material non-public information regarding BKTI or FGF or FGH (the “Non-Public Information”), which Non-Public Information may be material to a reasonable investor, such as each of the Parties, when making investment decisions, including the decision to enter into this Agreement, and each Party’s decision to enter into this Agreement is being made with full recognition and acknowledgment that the other Parties may be privy to Non-Public Information that it has (or they have) not disclosed to the other Parties.

e. Each Party hereby acknowledges that it has reached its own decision to enter this Agreement relying exclusively on its own due diligence review, notwithstanding any other Party’s possession of, and nondisclosure of, any Non-Public Information, and it is not relying on any disclosures by any other Party in making its decision. Each Party (i) waives any claim, or potential claim, it has or may have against the other Party relating to either Party’s possession and non-disclosure of any Non-Public Information, (ii) is aware of the effects of such waiver, and (iii) is willing to proceed with the transactions outlined in the Agreement on this basis.

f. By its signature hereto, FGFH (i) consents to the transactions contemplated by this Agreement, (ii) represents to the other Parties that there are no other requirements, consents, or approvals needed to consummate the transactions contemplated by this Agreement, and (iii) hereby waives any additional requirements, consents or approvals set forth in the FGFH Operating Agreement. By their signatures hereto on behalf of FGFH in their capacities as managers of FGFH, the managers of FGFH unanimously consent to the transactions contemplated by this Agreement, including the redemption of BKTI’s Series B Interest and withdrawal from FGFH.

g. Each Party acknowledges that this Agreement is the product of an arms-length negotiation between the Parties, constitutes the entire agreement between the Parties, supersedes any prior agreements and understandings, written or oral, between the Parties with respect to the subject matter of this Agreement, and contains the only representations or warranties on which the Parties are entitled to rely.

h. Each Party agrees and acknowledges that the provisions of this Section are being provided by each Party expressly for the benefit of the other Party and each such Party’s respective affiliates, successors, and assigns.

4. Release. As a condition of the acceptance of this Agreement, each of BKTI and FGG agrees to release the other Party and each of its respective managers, partners, members, shareholders, directors, officers, employees, affiliates, and authorized agents, from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which either Party either individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, directly or indirectly, arising on or prior to the Withdrawal Date and arising out of or related to FGFH and to the subject matter of this Agreement.

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5. Notices, Fees and Expenses. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the other Party at the addresses set forth on the signature page of this Agreement (or to such other address that may be designated by the receiving Party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt by the receiving Party, and (b) if the Party giving Notice has complied with the requirements of this Section. Each Party hereto shall be responsible for its own fees and expenses with respect to this Agreement.

6. Governing Law, Waiver of Jury Trial. This Agreement shall be construed in accordance with the laws of the State of Nevada, notwithstanding any conflict of law provision to the contrary. Each Party hereto hereby acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury with respect to any legal action arising out of or relating to this Agreement or the transactions contemplated herein.

7. Entire Agreement, Severability, Counterparts. This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof. Any prior agreements or understandings between the Parties and/or their affiliates regarding the subject matter hereof, whether written or oral, are merged herein and shall be of no force or effect. This Agreement may not be altered, modified or discharged orally but only through an agreement in writing between the Parties. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and each of which shall, taken together, be considered one and the same agreement. Executions hereof that are faxed or received via electronic mail shall be deemed to be originals.

[Signature page follows]

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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

BK TECHNOLOGIES CORPORATION
By:	/s/ Scott A. Malmanger
Name: Scott A. Malmanger
Title: CFO
Address:
7100 Technology Drive
West Melbourne, FL 32904
FUNDAMENTAL GLOBAL GP, LLC
By:	/s/ D. Kyle Cerminara
Name: D. Kyle Cerminara
Title: Manager
Address:
108 Gateway Blvd, Ste 204
Mooresville, NC 28117
FG FINANCIAL HOLDINGS, LLC
By:	/s/ D. Kyle Cerminara
Name: D. Kyle Cerminara
Title: Manager
By:	/s/ Ryan R.K. Turner
Name: Ryan R.K. Turner
Title: Manager

Signature Page to Agreement between

BK Technologies Corp. and Fundamental Global GP LLC