| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share |
| (b) | Name of Issuer:
Byrna Technologies Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
100 Burtt Road, SUITE 115, Andover,
MASSACHUSETTS
, 01810. |
Item 1 Comment:
SCHEDULE 13D - EXPLANATORY NOTE - This Amendment No. 2 to the statement on Schedule 13D ("Amendment No. 2") amends the Schedule 13D originally filed by the Reporting Persons (as defined herein) on December 15, 2023, as amended by Amendment No.1 to Schedule13D filed on November 4, 2025 (as amended, the "Schedule 13D") and relates to the shares of common stock, par value $0.001 ("Common Stock") of Byrna Technologies Inc. (the "Company" or the "Issuer") beneficially owned by the Reporting Persons.
In accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, except as specifically provided herein, this Amendment No. 2 does not modify any of the information previously reported on the Schedule 13D. Capitalized terms used but not otherwise defined in this Amendment No. 2 shall have the meanings ascribed to them in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is filed by (1) Bryan Scott Ganz, an individual ("Mr. Ganz"), (2) the Judith L. Ganz Trust VA 04-23-2015 (the "2015 Trust"); (3) Northeast Industrial Partners LLC, a Massachusetts limited liability company ("NEIP"); (4) Li Ganz (fka Li Zhang), an individual ("Mrs. Ganz'"); (5) BSG Family Investment LLC, a Delaware limited liability company ("BSG"); and (6) the BG 2025 Irrevocable Exempt Trust U/A dated 10/9/2025, which is the sole member of BSG (the "2025 Trust") (Mr. Ganz, the 2015 Trust, NEIP, Mrs. Ganz, BSG and the 2025 Trust, collectively, the "Reporting Persons"). Mr. Ganz is a trustee of the 2015 Trust and has the power to replace the trustee of the 2025 Trust. Mr. Ganz serves as the manager of BSG. |
| (b) | The address for each of the Reporting Persons is c/o Bryan Ganz, Northeast Industrial Partners LLC, 300 Tradecenter Dr., Suite 7640, Woburn, MA 01801. |
| (c) | Mr. Ganz retired as the Chief Executive Officer of the Issuer on March 2, 2026 and served as a consultant to the issuer for 30 days following his retirement pursuant to an Advisory Agreement dated as of February 26, 2026 and effective on March 2, 2026. Since his retirement from the Issuer, Mr. Ganz's principal occupation is founder and majority shareholder of NEIP. Mrs. Ganz is retired. The principal occupation of NEIP is as a holding company that owns and operates privately held businesses. The principal occupation of the 2015 Trust, the 2025 Trust and BSG is asset management. |
| (d) | During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Persons have not been a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Ganz and Mrs. Ganz are each a citizen of the United States of America. NEIP is a Massachusetts limited liability company. BSG is a Delaware limited liability company. The 2015 Trust was created under the laws of Massachusetts. The 2025 Trust was created under the laws of Connecticut. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented as follows (which shall be in addition to the information previously included in the Schedule 13D):
In aggregate, the Reporting Persons are deemed to have voting and dispositive power over 2,296,635 shares of Common Stock of the Company. On July 24, 2026, Mr. Ganz exercised restricted stock units for 565,000 shares of Common Stock previously issued to him as compensation.
No purchase price was paid in connection with Mr. Ganz's exercise of the restricted stock units previously issued to Mr. Ganz by the Issuer, and, accordingly no funds were borrowed in connection with the exercise of the restricted stock units. No portion of the purchase price paid in connection with the transactions described under Item 5(c) was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading, or voting the securities. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows (which shall be in addition to the information previously included in the Schedule 13D):
The Reporting Persons are making this filing to reflect material changes in ownership of the Issuer's Common Stock, due to Mr. Ganz's exercise of restricted stock units for 565,000 shares on July 24, 2026. Also, in light of the significant decline in the market price of the Issuer's stock since his retirement on March 2, 2026, Mr. Ganz has spoken with other stockholders of the Issuer regarding possible options to address this decline. Mr. Ganz does not believe that a "group" has been formed for purposes of Section 13 under the Securities Exchange Act of 1934 but is amending his prior Schedule 13D filing to disclose these conversations as a precautionary measure in the event they result in the formation of a "group.". |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Each Reporting Person is record owner of the securities set forth on their respective cover sheet. The percentage of outstanding Common Stock which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of each Reporting Person's cover sheet. Such percentage was calculated based on 22,693,356 shares of Common Stock outstanding as of July 6, 2026 as reported in the Issuer's Quarterly Report on Form 10-Q filed on that date. Notwithstanding the foregoing, Mr. Ganz hereby disclaims beneficial ownership with respect to the securities held by NEIP, the 2015 Trust, the 2025 Trust and Mrs. Ganz except to the extent of his pecuniary interest therein. |
| (b) | For the number of shares of Common Stock with respect to which each Reporting Person has sole power to vote or direct the vote, see line 7 of each cover sheet. For the number of shares of Common Stock with respect to which each Reporting Person has shared power to vote or direct the vote, see line 8 of each cover sheet. For the number of shares of Common Stock over which each Reporting Person has sole power to dispose or to direct the disposition, see line 9 of each cover sheet. For the number of shares of Common Stock over which each Reporting Person has shared power to dispose or to direct the disposition, see line 10 of each cover sheet. |
| (c) | In addition to the exercise of restricted stock units by Mr. Ganz described in Items 3 and 4, the Reporting Persons effected the following open market transactions in the Issuer's Common Stock in the past sixty days:
(i) On July 7, 2026, NEIP sold 42,200 shares at a weighted average price of $7.0351 per share, with sale prices ranging from $6.61 to $7.18 per share.;
(ii) On July 8, NEIP sold 2,000 shares at a price of $6.19 per share;
(iii) On July 17, 2026, Mrs. Ganz purchased 8,000 shares at a price of $3.39 per share; and
(iv) On July 17, 2026, Mr. Ganz, through an Inherited IRA, purchased 44,200 shares at a weighted average price of $3.4298 per share, with purchase prices ranging from $3.35 to $3.47 per share.
Except as set forth in Item 4 and this Item 5, the Reporting Persons have not effected any transactions in the Common Stock within the past 60 days. |
| (d) | No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, securities beneficially owned by the Reporting Persons. |
| (e) | Not Applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | See the disclosure in Item 4 and Item 5 above and in the Schedule 13D, including all amendments thereto, which is incorporated into this Item 6, and see the joint filing agreement of the Reporting Persons. |
| Item 7. | Material to be Filed as Exhibits. |
| | 1- Joint Filing Agreement
https://vvww.sec.gov/Archivesiedgar/data/1318455/000143774923034588/ex_594732.htm |
