Item 3.03 Material Modification to Rights of Security Holders.
The Board of Directors of BK Technologies Corporation, a Nevada corporation (the
"Company"), has approved a reverse stock split of the Company's authorized,
issued and outstanding shares of common stock, par value $0.60 per share (the
"Common Stock"), at a ratio of one (1)-for-five (5) (the "Reverse Stock Split").
Reasons for the Reverse Stock Split
The Reverse Stock Split is being effected because the Company believes the
anticipated increase in the market price of the Common Stock resulting from the
Reverse Stock Split will benefit the Company and its stockholders. The Company
cannot provide assurance that such increase will occur or that, if such increase
does occur, that it will be sustained.
Effects of the Reverse Stock Split
Effective Date; Symbol; CUSIP Number.
The Reverse Stock Split will become effective on April 21, 2023 (the "Effective
Date"), at 5:00 p.m., Eastern Time. The Common Stock should begin trading on a
split-adjusted basis at the commencement of trading on April 24, 2023, under the
Company's existing trading symbol, "BKTI." The Company's Common Stock has been
assigned a new CUSIP number, 05587G 203, in connection with the Reverse Stock
Split.
Split Adjustment; Treatment of Fractional Shares.
On the Effective Date, the total number of shares of Common Stock held by each
stockholder of the Company will be exchanged for the number of shares of Common
Stock equal to (i) the number of issued and outstanding shares of Common Stock
held by each such stockholder immediately prior to the Reverse Stock Split,
divided by (ii) five, with such resulting number of shares rounded up to the
nearest whole share. As a result, no fractional shares will be issued in
connection with the Reverse Stock Split and no cash or other consideration will
be paid in connection with any fractional shares that would otherwise have
resulted from the Reverse Stock Split. Also on the Effective Date, all equity
awards outstanding immediately prior to the Reverse Stock Split will be adjusted
to reflect the Reverse Stock Split.
Certificated and Non-Certificated Shares.
Stockholders who hold their shares in direct registration book-entry form with
the Company's transfer agent, American Stock Transfer & Trust Company, LLC
("AST"), or in electronic form at brokerage firms, do not need to take any
action, as the effect of the Reverse Stock Split will automatically be reflected
in their accounts. Stockholders holding paper certificates will be contacted by
AST, which is also acting as the exchange agent for the Reverse Stock Split,
regarding the return of outstanding stock certificates to the Company.
Nevada State Filing.
The Reverse Stock Split will be effected pursuant to the Company's filing of a
Certificate of Change (the "Certificate") with the Secretary of State of the
State of Nevada. The Certificate will become effective at 5:00 p.m. on the
Effective Date.
No Stockholder Approval Required.
The Reverse Stock Split was approved by the Board of Directors of the Company
and given effect pursuant to and in accordance with Nevada law and, as such, no
stockholder approval of the Reverse Stock Split is required.
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Capitalization.
As of March 23, 2023, the Company was authorized to issue 50,000,000 shares of
Common Stock, and there were 16,998,187 shares of Common Stock issued and
outstanding. In addition, the Company was authorized to issue 1,000,000 shares
of preferred stock, and there were no shares of preferred stock issued and
outstanding. Immediately following the effectiveness of the Reverse Stock Split,
the Company will be authorized to issue 10,000,000 shares of Common Stock, and
there will be approximately 3.4 million shares of Common Stock issued and
outstanding (subject to adjustment due to the treatment of fractional shares).
There will be no shares of preferred stock issued and outstanding. The Reverse
Stock Split will have no effect on the par value of the Common Stock or the par
value or authorized number of the preferred stock.
Immediately after the Reverse Stock Split, each stockholder's percentage
ownership interest in the Company and proportional voting power will remain
unchanged, except for minor changes and adjustments that will result from the
treatment of fractional shares. The rights and privileges of the holders of
shares of Common Stock will be unaffected by the Reverse Stock Split.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth in Item 3.03 is hereby incorporated by reference into
this Item 5.03.
Item 8.01 Other Events.
On March 23, 2023, the Company issued a press release announcing the Reverse
Stock Split. A copy of the press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements that are made pursuant
to the "Safe Harbor" provisions of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements concern the Company's operations,
economic performance and financial condition and the anticipated effect of the
Company's Reverse Stock Split and are based largely on the Company's beliefs and
expectations. These statements involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such factors and risks include, among others, the
following: the Company's ability to successfully effect the Reverse Stock Split
or realize the anticipated benefits of the Reverse Stock Split; changes or
advances in technology; the success of our land mobile radio product line;
successful introduction of new products and technologies, including our ability
to successfully develop and sell our anticipated new multiband product and other
related products in the planned BKR Series; competition in the land mobile radio
industry; general economic and business conditions, including federal, state and
local government budget deficits and spending limitations and any impact from a
prolonged shutdown of the U.S. Government; the availability, terms and
deployment of capital; reliance on contract manufacturers and suppliers; risks
associated with fixed-price contacts; heavy reliance on sales to agencies of the
U.S. Government and our ability to comply with the requirements of contracts,
laws and regulations related to such sales; allocations by government agencies
among multiple approved suppliers under existing agreements; our ability to
comply with U.S. tax laws and utilize deferred tax assets; our ability to
attract and retain executive officers, skilled workers and key personnel; our
ability to manage our growth; our ability to identify potential candidates for,
and consummate, acquisition, disposition or investment transactions, and risks
incumbent to being a noncontrolling interest stockholder in a corporation;
impact of our capital allocation strategy; risks related to maintaining our
brand and reputation; impact of government regulation; rising health care costs;
our business with manufacturers located in other countries, including changes in
the U.S. Government and foreign governments' trade and tariff policies; our
inventory and debt levels; protection of our intellectual property rights;
fluctuation in our operating results and stock price; acts of war or terrorism,
natural disasters and other catastrophic events; any infringement claims; data
security breaches, cyber-attacks and other factors impacting our technology
systems; availability of adequate insurance coverage; maintenance of our NYSE
American listing; risks related to being a holding company; and the effect on
our stock price and ability to raise equity capital of future sales of shares of
our common stock. Certain of these factors and risks, as well as other risks and
uncertainties, are stated in more detail in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 2022. These forward-looking
statements are made as of the date of this Form 8-K, and the Company assumes no
obligation to update the forward-looking statements or to update the reasons why
actual results could differ from those projected in the forward-looking
statements.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Certificate of Change Pursuant to Nevada Revised Statutes Section
78.209.
99.1 Press Release dated March 23, 2023.
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