UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1



(Mark
One)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the fiscal year ended December 31, 2017



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



For
the transition period from                 to



Commission
File No. 1-13906



Ballantyne
Strong, Inc.

(Exact
Name of Registrant as Specified in Its Charter)



|Delaware                                                                                                                |  | 47-0587703                                                                                   
|----------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------
|(State
                                         or other jurisdiction of
        incorporation
        or organization) |  | (I.R.S.
                                         Employer
        Identification
        No.)
|                                                                                                                        |  |                                                                                              
|11422
                                         Miracle Hills Drive, Suite 300
        Omaha,
        Nebraska           |  | 68154                                                                                        
|(Address
    of principal executive offices)                                                                            |  | (Zip
    Code)                                                                               



Registrant’s
telephone number, including area code: (402) 453-4444



Securities
registered pursuant to Section 12(b) of the Act:



|Title
    of each class           |  | Name
    of exchange on which registered
|--------------------------------- |  | ----------------------------------------
|Common
    Stock, $0.01 par value |  | NYSE
    American                       



Securities
registered pursuant to Section 12(g) of the Act: None



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [  ]
No [X]



Indicate
by check mark if the registrant is not required to file reports filed pursuant to Section 13 or Section 15(d) of the Act. Yes
[  ] No [X]



Indicate
by check mark whether registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]



Indicate
by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large
    accelerated filer [  ] |  | Accelerated
    filer [X] |  | Non-accelerated
                                         filer [  ]
        (Do
        not check if a smaller
        reporting
        company) |  | Smaller reporting company [  ]
                                                                                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 [  ]



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes [  ] No [X]



The
aggregate market value of the Company’s voting common stock held by non-affiliates, based upon the closing price of the
stock on the NYSE American on June 30, 2017 was $63,729,857. The Company does not have any non-voting common equity. As of March
23, 2018, 14,422,090 shares of common stock of Ballantyne Strong, Inc., were outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



Portions
of the Company’s Proxy Statement for its 2018 Annual Meeting of Stockholders are incorporated by reference in Part III,
Items 10, 11, 12, 13 and 14.




















TABLE
OF CONTENTS



|             |                                            | Page
    No.
|------------ | ------------------------------------------ | ------------
|             | PART IV                                    |             
|Item
    15. | Exhibits and Financial Statement Schedules | 4           
|             | Signatures                                 | 5           



2







Explanatory
Paragraph



On
March 15, 2018, Ballantyne Strong, Inc. (the “Company”) filed, with the Securities and Exchange Commission (the “SEC”),
its Annual Report on Form 10-K for the year ended December 31, 2017 (the “Report”). As disclosed in the report, the
Company had two equity method investments that met the conditions of a “significant subsidiary” under Rule 1-02(w)
of Regulation S-X as of December 31, 2017.



Amendment
No. 1 to the Report is being filed solely to include the separate financial statements of Itasca Capital, Ltd. (“Itasca”)
as provided in Exhibit 99.1 attached hereto. Itasca met the conditions of a significant subsidiary as a result of its allocated
income exceeding 20% of the Company’s pre-tax loss from continuing operations for the year ended December 31, 2017. The
Company’s investment in 1347 Property Insurance Holdings, Inc. (“PIH”) met the conditions of a significant subsidiary
as a result of the Company's proportionate share of its total assets exceeding 20% of the Company’s total assets
as of December 31, 2017. However, financial statements are only required to be filed for equity method investments that meet the
investment or income tests under Rule 1-02(w) of Regulation S-X. Therefore, the Company is not required to file the separate financial
statements of PIH. In connection with the filing of this Amendment No. 1 to the Report and pursuant to Rule 12b-15 of the Securities
Exchange Act of 1934, as amended, the currently dated certifications of the principal executive officer and principal financial
officer of the Company are attached as exhibits hereto.



Item
15 is the only portion of the Report being supplemented or amended by this Form 10-K/A. Except as described above, this Form 10-K/A
does not amend, update, or change the financial statements or any other items or disclosures contained in the Report and does
not otherwise reflect events occurring after the original filing date of the Report. Accordingly, this Form 10-K/A should be read
in conjunction with the Company’s filings with the SEC subsequent to the filing of the Report.



3







PART
IV



Item
15. Exhibits, Financial Statement Schedules



EXHIBIT
INDEX



|Exhibit
        Number |  | Document
    Description                                                                                                                                                                                                                                                                                                                 |  | Filed
    Herewith
|---------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|23.1                   |  | Consent of BDO USA, LLP                                                                                                                                                                                                                                                                                                                  |  | X                 
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|31.1                   |  | Principal Executive Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                    |  | X                 
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|31.2                   |  | Principal Financial Officer’s Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                    |  | X                 
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|32.1                   |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                        |  | X                 
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|32.2                   |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                        |  | X                 
|                       |  |                                                                                                                                                                                                                                                                                                                                          |  |                   
|99.1                   |  | Itasca Capital, Ltd. Consolidated Statements of Financial Position as of December 31, 2017 and 2016, and Consolidated Statements of Profit or Loss and Other Comprehensive Income, Consolidated Statements of Changes in Shareholders’ Equity, and Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016. |  | X                 



4







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



|Ballantyne
    Strong, Inc. |                                                                                                                                       | 
|--------------------------- | ------------------------------------------------------------------------------------------------------------------------------------- | 
|                            |                                                                                                                                       | 
|By:                         | /s/
    LANCE V. SCHULZ                                                                                                               | 
|                            | Lance
    V. Schulz, Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | 
|                            |                                                                                                                                       | 
|Date:
    April 2,2018      |                                                                                                                                      





5