[8-K] Byrna Technologies, Inc. Reports Material Event

Rhea-AI Filing Summary

Byrna Technologies Inc. filed a Current Report on Form 8-K dated September 4, 2025, stating that on that date the company issued a press release announcing its preliminary revenue expectations for the third fiscal quarter ended August 31, 2025. The filing notes the press release is attached as Exhibit 99.1 and clarifies that the information furnished in Item 2.02 and Item 9.01, including Exhibit 99.1, is not "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated. The report contains the registrant's identifying information and signature block but does not include any revenue figures or detailed financial data within the body of the 8-K.

Positive

• Company furnished a press release announcing preliminary Q3 revenue expectations
• Filing follows Form 8-K requirements and includes an Exhibit reference and signature block

Negative

• No revenue figures or financial details are included in the 8-K text
• Material assessment cannot be completed without reviewing Exhibit 99.1 (press release)

Insights

Financial Analyst

TL;DR: Company announced preliminary Q3 revenue expectations but the 8-K provides no figures, limiting immediate analytical value.

The filing confirms management has publicly communicated preliminary revenue expectations via a press release attached as Exhibit 99.1, which may be material to investors depending on content of that exhibit. However, because this 8-K does not include the underlying revenue amounts or metrics, analysts cannot quantify the impact on earnings, margins, or guidance reconciliation from this filing alone. The disclosure practice aligns with timely investor communication, but material assessment requires reviewing Exhibit 99.1.

Corporate Governance Expert

TL;DR: The company complied with Form 8-K furnishing rules but limited the legal exposure by stating the exhibit is "furnished" not "filed."

By explicitly stating Exhibit 99.1 is furnished and not filed for purposes of Section 18 liability, the company follows a common governance approach to reduce incorporation risk. The 8-K contains required identifying and signature information and references the press release date and quarter end. From a disclosure controls perspective, the filing documents the communication event but provides no substantive numbers within the filing text, so shareholders must consult the exhibit for material details.

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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): September 4, 2025

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 2.02 Results of Operations and Financial Condition.

On September 4, 2025, Byrna Technologies Inc. (the “Company”) ”) issued a press release announcing the Company’s preliminary revenue expectations for its third fiscal quarter ended August 31, 2025. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. The attached Exhibit 99.1 is furnished pursuant to Item 2.02 of Form 8-K.

The information in Item 2.02 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.

Exhibit No.		Description
99.1		Press Release of Byrna Technologies Inc. dated September 4, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 4, 2025	By:	/s/ Laurilee Kearnes
		Name: Laurilee Kearnes Title: Chief Financial Officer

FAQ

What did BYRN disclose in this Form 8-K?

The company disclosed that it issued a press release on September 4, 2025 announcing preliminary revenue expectations for the quarter ended August 31, 2025 and attached that release as Exhibit 99.1.

Does the 8-K include the actual revenue numbers for BYRN's Q3?

No. The 8-K text does not include any revenue figures or detailed financial data; it references an attached press release for those announcements.

Is the press release in this 8-K considered "filed" under the Exchange Act?

No. The filing states the information and Exhibit 99.1 are furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act.

Where can investors find the financial details referenced in this 8-K?

Investors should review Exhibit 99.1 (the press release dated September 4, 2025) for the preliminary revenue expectations; the 8-K itself contains no financial figures.

What period do the preliminary revenue expectations cover?

They cover the third fiscal quarter ended August 31, 2025, as stated in the filing.