Byrna Technologies, Inc. 8-K Filings

Byrna Technologies Inc. stockholders elected all eight director nominees at the September 25, 2026 annual meeting: Conn Davis, Leonard Elmore, Herbert Hughes, TJ Kennedy, Rose Lopez Keravuori, Matthew McBrady, Ph.D., Chris Lavern Reed and Adam Roth. They will serve until the 2027 annual meeting or until their successors are elected and qualified. A total of 17,091,057 shares were present or represented, approximately 73.0% of the 23,404,754 shares outstanding and entitled to vote as of August 18, 2026.

Stockholders ratified EisnerAmper LLP as the independent registered public accountants for the fiscal year ending November 30, 2026. They also approved, on a non-binding basis, the compensation of the named executive officers described in the company’s proxy statement.

Byrna Technologies Inc. (BYRN) announced that its Board of Directors increased its size from seven to eight members and appointed Matthew McBrady, Ph.D., age 55, as a director, effective August 29, 2026. He will receive compensation consistent with Byrna’s standard program for non‑employee directors.

McBrady is currently Chief Financial Officer of GoBrands, Inc., parent of GoPuff, and previously served nearly 15 years as a hedge fund and private equity investor, including senior roles at BlackRock, Silver Creek Capital Management, and Bain Capital. He served on the board of Axon Enterprise from 2001 to 2014 and from 2016 to 2026, helping guide it to a market capitalization exceeding $50 billion. Byrna characterizes the appointment as part of a planned board refreshment strategy begun more than a year ago and highlights his experience in finance, capital markets, and personal defense products.

Byrna Technologies Inc. (BYRN) reports that it has furnished, under a current report on Form 8-K, an updated investor presentation dated August 25, 2026 as Exhibit 99.1 under Regulation FD Item 7.01. The company states this information is "furnished" and not "filed" and will not be incorporated into other securities law filings unless specifically referenced.

Byrna Technologies Inc. reported several governance updates. On August 10, 2026, director Emily Rooney resigned from the Board; the company stated her resignation was not due to any disagreement over operations, policies, or practices. The same day, the Board appointed retired U.S. Army Brigadier General Rose Lopez Keravuori as a director to fill the vacancy and created an Enterprise Risk Management Committee with broader oversight responsibilities, including former Product Safety Committee matters. Keravuori and Board Chair TJ Kennedy, director Adam Roth, and CEO Conn Davis will serve on this committee. The company also set September 25, 2026 as the date of its 2026 annual meeting of stockholders and outlined key deadlines for shareholder proposals, director nominations, and proxy access submissions under SEC rules and its bylaws.

Byrna Technologies Inc. completed the acquisition of substantially all assets of Hero Defense Systems, LLC related to its less-lethal defense products on August 6, 2026. The consideration includes $625,000 in cash, with $125,000 placed in escrow for up to 18 months to secure Hero’s indemnification obligations, plus 104,000 shares of Byrna common stock issued to Hero’s two members.

Byrna also assumed specified Hero liabilities and agreed to pay Hero a 3.5% royalty on net sales of Hero-branded and certain successor or improved products, with a $250,000 minimum payable in five annual $50,000 installments. The royalty obligation ends when aggregate royalties reach $5,000,000 or on the fifth anniversary of the closing, whichever occurs first. The stock was issued as restricted securities in a private placement under Section 4(a)(2) of the Securities Act, subject to a six-month lock-up and other transfer restrictions, with no underwriters or commissions involved.

Byrna Technologies reported a weak fiscal Q2 2026, swinging to a loss as revenue and margins declined sharply. Net revenue fell to $16.4 million from $28.5 million, a 43% drop driven by softer e-commerce demand and slower dealer and retail reorders after heavy Q1 restocking.

GAAP gross profit fell to $1.8 million, or 10.9% margin, including a $5.9 million inventory write-down and $3.5 million equipment impairment, partially offset by a $1.1 million tariff refund. Excluding these items, adjusted gross profit was $10.1 million with a roughly 61.8% margin.

The company posted a net loss of $10.1 million versus $2.4 million profit a year earlier, reflecting $10.4 million in non-cash impairment and inventory charges tied to closing its Fort Wayne ammunition facility and product rationalization. Adjusted EBITDA was a slight loss of $0.6 million compared with $4.3 million profit in Q2 2025.

Cash, cash equivalents and marketable securities were $10.4 million as of May 31, 2026, down from $15.5 million at November 30, 2025, while inventory remained elevated at $30.4 million. Management is cutting production capacity, exiting in-house ammo manufacturing, and emphasizing programs like “try before you buy” and new marketing partnerships to revive demand. They now expect fiscal 2026 will not be a revenue-growth year, planning around the lower sales baseline while aiming for better performance in the second half.

Byrna Technologies Inc. agreed to acquire substantially all assets of HERO Defense Systems, a maker of compact less-lethal self-defense products, under a definitive Asset Purchase Agreement. The purchase price is $1,250,000, split between $625,000 in cash and $625,000 in restricted common stock, plus an ongoing royalty and assumed liabilities.

The number of shares issued will be based on a 60-day volume-weighted average price and will not exceed 104,000 shares, with a six-month lock-up and issuance under private placement exemptions. Byrna will also pay a 3.5% royalty on net sales of specified HERO products, with a $250,000 minimum over five years and a cap of $5,000,000 or five years, whichever comes first. HERO’s founders will enter five-year non-compete and non-solicitation covenants and provide transition support. Closing is subject to customary conditions and is expected in about 30 days, but may be terminated if not completed by September 30, 2026.

Byrna Technologies Inc. filed an amended current report to describe a finalized separation agreement with former President Luan Pham. His employment previously ended without cause on June 13, 2026, and CEO Conn Davis also assumed the President role.

The Separation Agreement and General Release, signed on June 17, 2026, provides separation payments and benefits generally consistent with Mr. Pham’s offer letter and the company’s Executive Severance Plan. These benefits depend on his signing and not revoking the agreement, which includes a general release of claims and continued compliance with non‑competition, non‑solicitation, confidentiality, non‑disparagement, and related obligations.

Byrna Technologies Inc. furnished a stockholder letter from Chief Executive Officer Conn Davis, in which he shares observations from his first 100 days in the role and outlines operating priorities for the remainder of fiscal 2026.

The letter highlights initiatives to improve customer conversion and retail productivity, drive brand repositioning and marketing transformation, and strengthen operating cadence and cash discipline.

Byrna Technologies Inc. reported an internal restructuring of its sales and marketing organization, including the departure of President Luan Pham and a new leadership structure. Pham’s employment ended on June 13, 2026, without cause and not due to any disagreement over the company’s operations or policies.

The board appointed Chief Executive Officer Conn Davis to also serve as President, with no additional compensation. Byrna is separating sales and marketing into two senior roles it is actively recruiting for and has named HLK as its agency of record to lead brand repositioning and support retail expansion and consumer outreach.

Byrna Technologies reported fiscal Q1 2026 net revenue of $29.0 million, up 11% from $26.2 million a year earlier, driven mainly by dealer and chain store growth. Gross profit was $17.4 million with a 60% margin, roughly flat year over year.

Operating expenses rose 16% to $16.5 million, reflecting higher advertising, marketing, and professional fees. Net income declined to $0.8 million from $1.7 million, and adjusted EBITDA fell to $2.2 million from $3.0 million. Cash, cash equivalents, and marketable securities were $9.6 million as of February 28, 2026, compared with $15.5 million at November 30, 2025, while inventory edged up to $33.1 million.

New CEO Conn Davis highlighted strong retail opportunities but acknowledged execution challenges, softer conversion on Byrna.com, and noted that fiscal Q2 is currently tracking below internal expectations. Management is not providing formal quarterly guidance until forecasting visibility improves.

Byrna Technologies Inc. reported that director Emily Rooney has chosen not to stand for re-election at the company’s 2026 Annual Meeting of Stockholders. She has served on the Board since October 1, 2021, including as Chair of the Product Safety Committee and as a member of key governance-focused committees. The company stated that her decision is not due to any disagreement over operations, policies, or practices, and the Board and management publicly thanked her for her service.

Byrna Technologies Inc. filed a current report to make an updated investor presentation publicly available. The presentation, dated March 23, 2026, is attached as Exhibit 99.1 and may be used in discussions with investors from time to time.

The company notes that this investor presentation is being furnished under a disclosure item for informational purposes and is not considered filed for liability purposes under federal securities laws, unless specifically incorporated into another filing.

Byrna Technologies Inc. has promoted Luan Pham to President, effective March 17, 2026. Pham, age 54, has led Byrna’s revenue and marketing efforts since 2022 after joining as Chief Marketing Officer in 2021, and will report to CEO Conn Davis from the company’s Las Vegas office.

Under a new offer letter, Pham will receive a $380,000 annual base salary and is eligible for an annual cash incentive targeted at 80% of base salary, plus a 2026 long-term equity grant with a target value of at least $380,000 in RSUs and PSUs tied to performance and continued service. He will also receive a promotion retention equity award of 20,810 RSU/PSU shares and continues as a Tier 2 participant in Byrna’s Executive Severance Plan, which provides salary and benefit protection and enhanced severance and equity acceleration upon certain qualifying terminations, including in connection with a change in control.

Byrna Technologies Inc. released preliminary results for its fiscal first quarter ended February 28, 2026. The company expects total revenue of approximately $29.0 million, up about 11% from $26.2 million in the same quarter of 2025, reflecting continued year-over-year growth despite normal post-holiday seasonality.

Revenue benefited from strong performance in Byrna Dedicated Dealers, retail stores, and professional channels, while web and international sales declined. The company ended the quarter with roughly $1.1 million in backlog due to shipment timing. Byrna plans to report full first-quarter financial results in April, alongside a conference call for investors and analysts.

Byrna Technologies Inc. announced a planned leadership transition. Effective March 2, 2026, longtime CEO and director Bryan Ganz retired under the qualified retirement terms of his employment agreement and resigned from the Board, with the company stating his departure was not due to any disagreement.

The Board appointed Conn Davis as Chief Executive Officer and director, giving him overall responsibility for management, strategy, and performance. On the same date, TJ Kennedy was elected Chair of the Board, succeeding Herbert Hughes, who remains a director. Kennedy receives pro rata chair equity compensation, while Hughes’ remaining chair equity for the 2025–2026 cycle fully vested early.

To support a smooth transition, Byrna entered into an amended and restated employment agreement and a short-term advisory agreement with Ganz. He will advise the company for an initial 30-day term, for $41,250, with the option for Byrna to extend the advisory relationship for up to five additional months.

Byrna Technologies Inc. filed a current report to furnish a press release announcing its financial results for the fourth fiscal quarter and full year ended November 30, 2025. The press release is included as Exhibit 99.1 and is furnished, not filed, under securities law rules.

Byrna Technologies Inc. announced that Chief Operating Officer John Brasseur has decided to leave the company to pursue other professional opportunities. His final day of employment will be February 17, 2026.

The company states that his departure is not due to any disagreement regarding operations, policies, or practices. He will not receive severance or other special compensation, beyond earned but unpaid wages and standard amounts due under company policy.

Byrna Technologies (BYRN) furnished an updated investor presentation as Exhibit 99.1 dated November 13, 2025. The company may use this deck in presentations to investors from time to time.

The information was provided under Item 7.01 (Regulation FD) and is deemed furnished, not filed, which means it is not subject to Section 18 liability and is not incorporated by reference into other filings unless expressly stated.

Byrna Technologies, Inc. filed a Current Report on Form 8-K stating that on October 9, 2025 the company issued a press release announcing its financial results for the third fiscal quarter ended August 31, 2025. The press release is attached as Exhibit 99.1 to the Form 8-K and is furnished under Item 2.02 and Item 9.01. The filing notes that the attached exhibit is furnished and not "filed" for purposes of Section 18 of the Exchange Act and is not incorporated by reference into other filings unless expressly stated.

On September 4, 2025 Byrna Technologies increased its Board from five to seven members and appointed Adam L. Roth and TJ Kennedy as directors effective immediately. Mr. Roth, age 56, is founder of Synthesis Consulting Group and has extensive prior marketing leadership at Nike and in advertising; he holds a B.A. from Brown University. Mr. Kennedy, age 53, is CEO of Fractional Source with prior CEO roles at Wrap Technologies and Qumu and leadership at FirstNet; he holds a B.S. from the University of Utah and an MBA from Johns Hopkins. Both will receive non-employee director compensation per the company’s standard program, and the company disclosed no related-party transactions exceeding $120,000 involving either appointee. A press release dated September 9, 2025 announcing the appointments is attached as Exhibit 99.1.

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.

Byrna Technologies Inc. (Nasdaq: BYRN) filed a Form 8-K dated June 19 2025 under Item 7.01 – Regulation FD Disclosure. The sole purpose of the filing is to furnish, not file, an updated investor presentation (Exhibit 99.1) that management may use in future meetings with current and prospective shareholders.

The Company expressly states that the information contained in Item 7.01 and Exhibit 99.1 is not deemed “filed” for purposes of Section 18 of the Securities Exchange Act and will not be incorporated by reference into other SEC filings unless specifically referenced. No financial statements, earnings data, or major transactional details accompany this report.

Key Exhibit:

• 99.1 – Investor Presentation (dated June 19 2025)

There are no other material changes, strategic announcements, or quantitative disclosures in this 8-K beyond the availability of the new presentation.