8-K

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): August 27, 2021

BYRNA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

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:

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 August 27, 2021, Byrna Technologies Inc. (the “Company”) issued a press release. Pursuant to Item 7.01 of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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.

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.

ex_279483.htm

Exhibit 99.1

Byrna Technologies Launches on Amazon

Byrna’s Brand New Byrna SD will be Offered Exclusively on Amazon

All values are in US Dollars.

“Selling through Amazon is transformative for our business and has been a goal of ours for quite some time. Not only is the expansion of our sales channels, both brick and mortar and digital, an important element of our growth strategy, but being on the most widely recognized e-commerce site should enhance Byrna’s brand awareness and recognition substantially,” stated Bryan Ganz, CEO of Byrna Technologies.

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“We believe that making our products available for consumers to purchase on Amazon is a potential gamechanger for Byrna given the approximately 2.5 billion visitors worldwide that the platform gets each month. Given the importance of this launch, we thought it only fitting that we introduce our latest product (the Byrna SD) on our newest sales channel. We are proud to say that the Byrna SD is ‘Assembled in the USA,’ and we are working hard to find US sources for all the components used in the manufacture of the Byrna SD so that it ultimately can be ‘Made in the USA.’

“The improvements made to the Byrna SD, when taken together, result in a product that is even easier to operate than our current, extremely popular Byrna HD. Based on the popularity of the Byrna HD, of which we’ve sold more than 100,000 units over the past two years, we expect the SD to be an extremely sought after personal security device. While it is difficult to forecast what our sales through Amazon will be, other companies that sell products on the platform have generally found the split between their Amazon sales and sales on their own e-commerce sites to be approximately 50/50. We will have a much better forecast of what Byrna’s sales on Amazon will look like after a few months of experience on the platform. We look forward to reporting the results of this exciting new endeavor in the coming months,” concluded Mr. Ganz.

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® HD 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 www.byrna.com or www.amazon.com.

Forward Looking Information

This news release contains “forward-looking statements” within the meaning of U.S. 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,” “projects,” “intends,” “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 exclusivity of the Byrna SD to Amazon, Byrna’s plans grow into a multi-product and multi-channel company, that selling on Amazon will substantially raise Byrna’s brand awareness and recognition, customer appetite for the Byrna SD, and the Company’s ability to increase sales through Amazon. 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.

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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: disruption of the supply chain, production or shipping related to the ongoing pandemic, the Company’s reliance upon a limited number of third parties, including Amazon for shipping, transportation and logistics, changes in laws and regulations applicable to the business, events or factors that may negatively affect the demand for the Company’s products including competitors’ introduction or marketing of new or superior products. 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 in our most recent Form 10-K, Item 1A Risk Factors in our most recent Form 10-Q, and subsequent filings with the Securities and Exchange Commission (“SEC”), 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.

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