Attached files
| file | filename |
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| EX-99.1 - PRESS RELEASE, DATED JUNE 9, 2021 - BK Technologies Corp | bkti_ex991.htm |
| EX-5.1 - OPINION OF KIRTON MCCONKIE PC - BK Technologies Corp | bkti_ex51.htm |
| EX-4.1 - FORM OF REPRESENTATIVE'S WARRANT - BK Technologies Corp | bkti_ex41.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - BK Technologies Corp | bkti_ex11.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
June 6, 2021
Date of Report (Date of earliest event reported)
BK Technologies Corporation
(Exact name of registrant as specified in its charter)
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Nevada
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001-32644
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83-4064262
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(State or other jurisdiction of
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(Commission
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(IRS Employer
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incorporation or organization)
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File No.)
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Identification Number)
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7100 Technology Drive, West Melbourne, FL
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32904
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(Address of principal executive offices)
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(Zip Code)
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(321) 984-1414
(Registrant’s telephone number including area
code)
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N/A
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(Former name or former address, if changed since last
report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]
Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common Stock, par value $.60 per share
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BKTI
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NYSE American
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
Item 1.01 Entry into a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
On June
6, 2021, BK Technologies Corporation (the “Company”)
entered into an underwriting agreement (the “Underwriting
Agreement”) with ThinkEquity, a division of Fordham Financial
Management, Inc. (the “Representative”), as
representative of the several underwriters listed therein (the
“Underwriters”), pursuant to which the Company agreed
to issue and sell 3,695,000 shares of common stock of the Company
(the “Offering Shares”), par value $0.60 per share (the
“Common Stock”), in a public offering (the
“Offering”), at a public offering price of $3.00 per
share. The Company also granted a 45-day option to the Underwriters
to purchase up to 554,250 additional shares (the “Option
Shares”) of Common Stock, representing approximately fifteen
percent (15%) of the Offering Shares sold in the Offering, solely
to cover over-allotments, if any. On June 9, 2021, the Company
issued and sold to the Underwriters pursuant to the Underwriting
Agreement the Offering Shares and Option Shares for estimated net
proceeds of approximately $11.6 million, after deducting
underwriting discounts and commissions and estimated offering
expenses payable by the Company.
The
Underwriting Agreement contains customary representations,
warranties and agreements by the Company and customary obligations
of the parties, including a 90-day lock-up period on certain
dispositions of Common Stock by the Company, subject to customary
exceptions. Additionally, the Company has agreed to indemnify the
Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities
Act”), or to contribute to payments the Underwriters may be
required to make because of any of those liabilities. Until June 9,
2022, the Representative has an irrevocable right of first refusal
to act as sole investment banker, sole book-runner and/or sole
placement agent, at the Representative’s sole discretion, for
each and every future public and private equity and debt offering,
including all equity linked financings, for the Company, or any
successor to or any subsidiary of the Company, using an investment
banker, placement agent or broker on terms customary to the
Representative.
Pursuant to the
Underwriting Agreement, on June 9, 2021, the Company also issued to
certain of the Representative’s designees warrants to
purchase up to 184,750 shares of Common Stock (collectively, the
“Representative’s Warrants”). The
Representative’s Warrants are exercisable at any time, in
whole or in part, from December 3, 2021 until June 6, 2026, at a
price per share of $3.75. The Representative’s Warrants also
provide for “piggyback” registration rights with
respect to the registration of the shares of Common Stock
underlying the Representative’s Warrants and customary
anti-dilution provisions. The piggyback registration rights last
4.5 years from the initial exercise date of December 3,
2021.
The
Offering was made pursuant to the Company’s effective shelf
registration statement on Form S-3 (Registration No. 333-251307),
including an accompanying prospectus, and preliminary and final
prospectus supplements thereto, all of which were previously filed
with the Securities and Exchange Commission. The
Representative’s Warrants were issued, and the shares of
Common Stock underlying the Representative’s Warrant, unless
registered prior to issuance, are expected to be issued, in each
case, in reliance on the exemption from the registration
requirements in Section 4(a)(2) of the Securities Act. The
Company’s reliance upon Section 4(a)(2) of the Securities Act
is based in part upon the following factors: (a) the issuance of
the securities was in connection with isolated private transactions
which did not involve any public offering; (b) there were a limited
number of offerees; (c) there will be no subsequent or
contemporaneous public offerings of the Representative’s
Warrants or the shares of Common Stock underlying the
Representative’s Warrant by the Company; and (d) the
negotiations for the sale of the securities took place directly
between the Representative and the Company.
The
foregoing descriptions of the Underwriting Agreement and
Representative’s Warrants are qualified in their entirety by
reference to the complete text of the Underwriting Agreement and
form of Representative’s Warrant, copies of which are filed
herewith as Exhibits 1.1 and 4.1, respectively, and are
incorporated herein by reference. A copy of the opinion of Kirton
McConkie PC relating to the Offering Shares and Option Shares is
also filed herewith as Exhibit 5.1.
Item 7.01. Regulation FD Disclosure.
On June
9, 2021, the Company issued a press release announcing the closing
of the Offering, which is furnished as Exhibit 99.1
hereto.
The information contained in Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1 hereto are being “furnished”
and, as such, shall not be deemed to be “filed” for the
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be incorporated by
reference into any filing under the Securities Act or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
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No.
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Description
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Underwriting Agreement by and between the Company and the
Representative dated June 6, 2021
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Form of Representative’s Warrant
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Opinion of Kirton McConkie PC
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Consent of Kirton McConkie PC (included in Exhibit
5.1)
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Press Release, dated June 9, 2021
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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BK TECHNOLOGIES CORPORATION
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Date: June 9, 2021
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By:
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/s/ William P. Kelly
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William
P. Kelly
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Executive
Vice President and
Chief
Financial Officer
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