byrn20230111_8k.htm
false 0001354866 0001354866 2023-01-11 2023-01-11
 
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
 
Date of Report (Date of earliest event reported): January 11, 2023
 
BYRNA TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation)
 
 
333-132456
 
71-1050654
 
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
100 Burtt Road, Suite 115
Andover, MA 01810
(Address and Zip Code of principal executive offices)
 
(978) 868-5011
(Registrant’s telephone number, including area code)
 
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:
 
 
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:
 
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.001 par value
BYRN
Nasdaq Capital Market
 
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 7.01
Regulation FD Disclosure.
 
On January 12, 2023, Byrna Technologies Inc. (the “Company”) issued a press release announcing the Company’s creation of Byrna LATAM, a joint venture with Bersa SA, to expand Byrna’s presence in the Central and South America. A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
 
The information in Item 7.01 and Item 9.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.
 
 

 
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
Exhibit No.
 
Description
     
99.1*
 
     
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
*
Furnished but not filed.
 
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
BYRNA TECHNOLOGIES INC.
   
Date: January 12, 2023
By:
/s/ Bryan Ganz
   
Name: Bryan Ganz
Title: Chief Executive Officer
 
 

Exhibit 99.1

 

logo.jpg

 

Byrna Technologies Announces the Formation of Byrna LATAM and the Opening of a New Factory in Argentina

 

Byrna LATAM will Allow Byrna to Expand its Presence in Central and South America

 

ANDOVER, MA January 12, 2023 Byrna Technologies Inc. (NASDAQ: BYRN) (“Byrna” or “the Company”) today announced the formation of new subsidiary, Byrna LATAM, based in Montevideo, Uruguay. Byrna LATAM will be responsible for the manufacture, sale, and distribution of Byrna products throughout Latin America. Byrna LATAM is a joint venture between Byrna and Fusady SA, a holding company owned and controlled by a group of highly successful investors with decades of experience operating throughout Latin America. Byrna is the majority owner of Byrna LATAM and has a call option on the shares in Byrna LATAM that it does not already own that may be exercised upon the occurrence of certain circumstances.

 

Byrna LATAM was capitalized through an initial contribution of $4.1 million in equity and shareholder loans provided Byrna and Fusady SA. The Company is in the process of setting up manufacturing operations in Buenos Aires, Argentina to take advantage of the 270 million strong “Southern Common Market.” By manufacturing inside the Mercosur free-trade zone, Byrna belives it can save as much as 30% in tariffs, duties and freight costs. Production is expected to begin in February.

 

The Company has hired Maximiliano (Maxi) Garimaldi to be CEO of Byrna LATAM. Maxi is an engineer by training and has an MBA from Austral University in Buenos Aires. Maxi brings almost 30 years of experience to the position having worked for such well known international companies as Phillips and Sodimac where Maxi was the operations manager for Argentina and Uruguay. Most recently, Maxi was the COO of Moova, an Argentinian based technology company. Maxi is certified in Lean Management and has training in Agile Methodology and Digital Transformation Strategies.

 

Bryan Ganz, CEO of Byrna, stated that “by establishing Byrna LATAM and manufacturing Byrna’s line of less-lethal pistols and rifles inside the Mercosur free-trade Zone, Byrna believes that it can make significant inroads into the South American market for personal self-defense. South America is already Byrna’s fastest growing market, accounting for 10% of the Company’s total worldwide sales in 2022.”

 

“Central and South America have always had a strong gun culture, however, it is often very difficult for civilians in this region to purchase a firearm or to take their firearm with them outside of their home. Byrna provides these consumers with a safe, effective, reliable, and most importantly, legal option. With the rising civil unrest in Central and South America, many civilians fear for their safety and the safety of their family members. Byrna provides them with the ideal solution.”

 

 

 

About Byrna Technologies Inc.

 

Byrna is a technology company, specializing in the development, manufacture, and sale of innovative non-lethal personal security solutions. For more information on the Company, please visit the corporate website here or the Company’s investor relations site here. The Company is the manufacturer of the Byrna® SD personal security device, a state-of-the-art handheld CO2 powered launcher designed to provide a non-lethal alternative to a firearm for the consumer, private security, and law enforcement markets. To purchase Byrna products, visit the Company’s e-commerce store.

 

Forward Looking Information

 

This news release contains "forward-looking statements" within the meaning of the securities laws. All statements contained in this news release, other than statements of current and historical fact, are forward-looking. Often, but not always, forward-looking statements can be identified by the use of words such as "plans," "expects," "intends," "will," "anticipates," and "believes" and statements that certain actions, events or results "may," "could," "would," "should," "might," "occur," or "be achieved," or "will be taken." Forward-looking statements include descriptions of currently occurring matters which may continue in the future. Forward-looking statements in this news release include, but are not limited to, the Company's statements regarding its expected operation of a factory in Buenos Aires, expected savings realized in connection with manufacturing in South America, and the expected inroads that Byrna LATAM may make in the South American market. Forward-looking statements are not, and cannot be, a guarantee of future results or events. Forward-looking statements are based on, among other things, opinions, assumptions, estimates, and analyses that, while considered reasonable by the Company at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies, and other factors that may cause actual results and events to be materially different from those expressed or implied.

 

Any number of risk factors could affect our actual results and cause them to differ materially from those expressed or implied by the forward-looking statements in this news release, including, but not limited to, difficulty with starting manufacturing in South America, challenges with entering the South American market, or other factors. The order in which these factors appear should not be construed to indicate their relative importance or priority. We caution that these factors may not be exhaustive; accordingly, any forward-looking statements contained herein should not be relied upon as a prediction of actual results.  Investors should carefully consider these and other relevant factors, including those risk factors in Part I, Item 1A, ("Risk Factors") in our most recent Form 10-K, should understand it is impossible to predict or identify all such factors or risks, should not consider the foregoing list, or the risks identified in our SEC filings, to be a complete discussion of all potential risks or uncertainties, and should not place undue reliance on forward-looking information. The Company assumes no obligation to update or revise any forward-looking information, except as required by applicable law.

 

Contact:

Byrna Technologies Inc.

David North, Chief Financial Officer

[email protected]