byrn20260228

byrn20260228_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-132456

Byrna Technologies Inc.
(Exact name of registrant as specified in its charter)

Delaware		71-1050654
(State or other jurisdiction of incorporation or		(I.R.S. Employer Identification No.)
organization)
100 Burtt Road, Suite 115
Andover, MA 01810
(Address of Principal Executive Offices, including zip code)

(978) 868-5011
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001, par value per share	BYRN	Nasdaq Capital Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐ Accelerated filer ☐

Non-accelerated filer ☒ Smaller reporting company ☒

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☐ No ☒

As of April 9, 2026, the Company had 22,685,654 outstanding shares of common stock.

TABLE OF CONTENTS

		Page

PART 1 – FINANCIAL INFORMATION		2

Item 1.	Condensed Consolidated Financial Statements	2

	Condensed Consolidated Balance Sheets as of February 28, 2026 (unaudited) and November 30, 2025	2

	Condensed Consolidated Statements of Operations and Comprehensive Income for the Three Months Ended February 28, 2026 and 2025 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Three Months Ended February 28, 2026 and 2025 (unaudited)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended February 28, 2026 and 2025 (unaudited)	5

	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	26

Item 4.	Controls and Procedures	26

PART II – OTHER INFORMATION		27

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 4.	Mine Safety Disclosures	27

Item 5.	Other Information	27

Item 6.	Exhibits	28

SIGNATURES		29

PART 1 – FINANCIAL INFORMATION

ITEM 1.

Condensed Consolidated Financial Statements

BYRNA TECHNOLOGIES INC.

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share and per share data)

	*February 28,*			*November 30,*
	*2026*			*2025*
	*Unaudited*
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	7,452		$	13,727
Accounts receivable, net		11,561			10,840
Restricted cash - current		400			—
Inventory, net		33,099			32,694
Prepaid expenses and other current assets		5,082			4,681
Marketable debt securities		1,755			1,754
Total current assets		59,349			63,696
LONG TERM ASSETS
Deposits for equipment		1,852			1,495
Right-of-use-assets, net		1,879			2,042
Property and equipment, net		7,419			7,726
Intangible assets, net		3,021			3,086
Goodwill		2,258			2,258
Deferred tax asset, net		3,990			4,134
Other assets		132			51
TOTAL ASSETS	$	79,900		$	84,488

LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	10,775		$	15,864
Operating lease liabilities, current		751			734
Deferred revenue, current		445			496
Total current liabilities		11,971			17,094
LONG TERM LIABILITIES
Deferred revenue, non-current		22			25
Operating lease liabilities, non-current		1,419			1,612
Total liabilities		13,412			18,731

COMMITMENTS AND CONTINGENCIES (NOTE 21)

STOCKHOLDERS’ EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized, no shares issued		—			—
Common stock, $0.001 par value, 50,000,000 shares authorized. 25,322,923 shares issued and 22,684,340 shares outstanding as of February 28, 2026, and 25,258,393 shares issued and 22,678,715 outstanding as of November 30, 2025		25			25
Additional paid-in capital		136,398			135,870
Treasury stock (2,638,583 and 2,579,678 shares purchased as of February 28, 2026 and November 30, 2025, respectively)		(23,308	)		(22,355	)
Accumulated deficit		(46,295	)		(47,096	)
Accumulated other comprehensive loss		(332	)		(687	)

Total Stockholders’ Equity		66,488			65,757

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	79,900		$	84,488

See accompanying notes to the unaudited condensed consolidated financial statements.

BYRNA TECHNOLOGIES INC.

Condensed Consolidated Statements of Operations and Comprehensive Income

(Amounts in thousands except share and per share data)

(Unaudited)

	*For the Three Months Ended*
	*February 28,*
	*2026*			*2025*
Net revenue	$	29,049		$	26,190
Cost of goods sold		11,648			10,266
Gross profit		17,401			15,924
Operating expenses		16,473			14,228
INCOME FROM OPERATIONS		928			1,696
OTHER INCOME (EXPENSE)
Foreign currency transaction loss		(238	)		(80	)
Interest income, net		88			186
Other income		19			-
INCOME BEFORE INCOME TAXES		797			1,802
Income tax benefit (provision)		4			(140	)
NET INCOME		801			1,662

Foreign exchange translation adjustment		354			(130	)
Unrealized gain on marketable debt securities		1			60
COMPREHENSIVE INCOME	$	1,156		$	1,592

Basic net income per share	$	0.04		$	0.07
Diluted net income per share	$	0.03		$	0.07

Weighted-average number of common shares outstanding - basic		22,667,850			22,587,099
Weighted-average number of common shares outstanding - diluted		23,829,637			24,098,635

See accompanying notes to the unaudited condensed consolidated financial statements.

BYRNA TECHNOLOGIES INC.

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands)

(Unaudited)

	*For the Three Months Ended*
	*February 28,*
	*2026*			*2025*
CASH FLOWS FROM OPERATING ACTIVITIES
Net income for the period	$	801		$	1,662
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation expense		535			840
Depreciation and amortization		635			440
Operating lease costs		163			234
Deferred tax provision (asset)		144			369
Allowance for expected credit losses		360			—
Recovery of allowance for inventory		(76	)		—
Changes in assets and liabilities:
Accounts receivable		(856	)		(270	)
Deferred revenue		(54	)		(1,315	)
Inventory		(329	)		(3,210	)
Prepaid expenses and other current assets		(401	)		(460	)
Other assets		(81	)		(40	)
Accounts payable and accrued liabilities		(5,089	)		(1,925	)
Operating lease liabilities		(176	)		(102	)
NET CASH USED IN OPERATING ACTIVITIES		(4,424	)		(3,777	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(621	)		(2,642	)
Purchases of marketable debt securities		—			(2,656	)
NET CASH USED IN INVESTING ACTIVITIES		(621	)		(5,298	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from stock option exercises		—			93
Repurchase of common stock		(953	)		—
Payment of taxes withheld on issuance of restricted stock units		(7	)		(67	)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(960	)		26
Effects of foreign currency exchange rate changes		130			(111	)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH FOR THE PERIOD		(5,875	)		(9,160	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		13,727			16,829
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	7,852		$	7,669

Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents, end of period	$	7,452		$	7,669
Restricted cash, end of period		400			—
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	7,852		$	7,669

See accompanying notes to the unaudited condensed consolidated financial statements.

BYRNA TECHNOLOGIES INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended February 28, 2026 and 2025

(Amounts in thousands except share numbers)

(Unaudited)

					*Additional*			*Treasury*									*Accumulated Other*
	*Common Stock*				*Paid-in*			*Stock*						*Accumulated*			*Comprehensive*
	*Shares*		$		*Capital*			*Shares*			$			*Deficit*			*Loss*			*Total*
Balance, November 30, 2025		25,258,393	$	25	$	135,870			(2,579,678	)	$	(22,355	)	$	(47,096	)	$	(687	)	$	65,757
Stock-based compensation		—		—		535			—			—			—			—			535
Issuance of common stock pursuant to vesting of restricted stock units		64,530		—		(7	)		—			—			—			—			(7	)
Repurchase of common shares under StockBuyback Plan		—		—		—			(58,905	)		(953	)		—			—			(953	)
Net income		—		—		—			—			—			801			—			801
Unrealized gain on marketable securities		—		—		—			—			—			—			1			1
Foreign currency translation		—		—		—			—			—			—			354			354
Balance, February 28, 2026		25,322,923	$	25	$	136,398			(2,638,583	)	$	(23,308	)	$	(46,295	)	$	(332	)	$	66,488

Balance, November 30, 2024		25,010,976	$	25	$	133,029			(2,515,217	)	$	(21,253	)	$	(56,783	)	$	(649	)	$	54,369
Stock-based compensation		—		—		840			—			—			—			—			840
Issuance of common stock pursuant to exercise of stock options		74,551		—		93			—			—			—			—			93
Issuance of common stock pursuant to vesting of restricted stock units		96,925		—		(67	)		—			—			—			—			(67	)
Net income		—		—		—			—			—			1,662			—			1,662
Unrealized gain on marketable securities		—		—		—			—			—			—			60			60
Foreign currency translation		—		—		—			—			—			—			(130	)		(130	)
Balance, February 28, 2025		25,182,452	$	25	$	133,895			(2,515,217	)	$	(21,253	)	$	(55,121	)	$	(719	)	$	56,827

See accompanying notes to the unaudited condensed consolidated financial statements.

BYRNA TECHNOLOGIES INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

For the Three Months Ended February 28, 2026 and 2025

1.	NATURE OF OPERATIONS

Byrna Technologies Inc. (the “Company,” or “Byrna,”) is a less‑lethal defense technology company specializing in next generation solutions for security situations that do not require the use of lethal force. The Company designs, develops, manufactures, and markets a portfolio of personal security devices, kinetic and chemical irritant projectiles, and related accessories for consumer, law enforcement, private security, and other institutional markets. Byrna personal security devices are less-lethal self-defense devices that are powered by CO2 and fire .61 and .68 caliber spherical kinetic and chemical irritant projectiles. The Company’s mission is to provide effective, easy‑to‑use, and reliable less‑lethal solutions that enable responsible self‑defense and de‑escalation. The Company sells its products through multiple channels including its e‑commerce website, Amazon storefronts, Company‑operated retail stores, domestic and international dealers and distributors, and direct sales to law enforcement agencies. The Company’s products are manufactured at its facilities in Fort Wayne, Indiana. The Company previously operated a manufacturing facility in Pretoria, South Africa; these operations ceased during the third quarter of fiscal 2025, and the related lease was not renewed. In March 2025, the Company established a wholly owned subsidiary, Byrna Technologies Canada Inc., to support the distribution of Byrna products within the Canadian market. Byrna Canada does not conduct manufacturing activities and does not operate any owned or leased facilities; instead, it utilizes a third‑party logistics provider to fulfill customer orders placed through the Company’s Canadian e‑commerce platform.

The Company operates and reports its results through two reportable sales channels: Direct‑to‑Consumer(“DTC”) and Wholesale (dealer/distributors).

2.	OPERATIONS AND MANAGEMENT PLANS

As of February 28, 2026, the Company had an accumulated deficit of approximately $46.3 million. The Company has historically funded its operations primarily through the issuance of the Company’s common stock, par value $0.001 per share (“Common Stock”). The Company generated net income of $0.8 million for the three months ended February 28, 2026. The Company’s future results will depend on its ability to continue generating sufficient revenue to fund operating expenses and to effectively market its products.

3.	BASIS OF PRESENTATION

These unaudited condensed consolidated financial statements for the three months ended February 28, 2026 and 2025 include the accounts of the Company and its subsidiaries. These unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles in the United States of America (“GAAP”); however, such information reflects all adjustments consisting solely of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods. All significant intercompany accounts and transactions have been eliminated in consolidation.

The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company's annual report on Form 10-K for the year ended November 30, 2025. In the opinion of management, the accompanying unaudited condensed consolidated financial statements, the results of its operations for the three months ended February 28, 2026 and 2025, and its cash flows for the three months ended February 28, 2026 and 2025 are not necessarily indicative of results to be expected for the full year.

Reclassifications

Certain amounts in the prior-year financial statements have been reclassified for comparative purposes to conform with the presentation in the current-year financial statements. These reclassifications had no impact on previously reported net income, total assets, or cash flows.

4.	USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences may be material to our condensed consolidated financial statements. Significant estimates include assumptions about reserves for sales returns, allowances, and discounts, stock-based compensation expense, valuation allowance for deferred tax assets, incremental borrowing rate on leases, useful life of long-lived assets, allowance for estimated credit losses, and inventory reserves.

5.	RECENT ACCOUNTING GUIDANCE

The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). ASUs not discussed below were assessed and determined to be either not applicable or are expected to have minimal impact on the financial statements.

Recently Adopted Accounting Pronouncements

Effective December 1, 2025, the Company early adopted FASB Accounting Standards Update (“ASU”) 2025‑05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The ASU provides a practical expedient that permits entities to assume that economic conditions existing as of the balance sheet date will remain unchanged when estimating expected credit losses on current trade receivables and contract assets. The Company elected this practical expedient and applied the guidance prospectively. The adoption of ASU 2025‑05 did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting Pronouncements Issued but Not Adopted

In 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal years beginning after December 15, 2024, which for the Company will be the year ended November 30, 2026. While the Company anticipates that the adoption of this standard will require additional disclosures, it does not expect it to have a material impact on the Company's financial position or results of operations.

In March 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (as clarified by ASU 2025-01). This guidance focuses on the disaggregation of income statement expenses. This update requires entities to provide more detailed disclosures about the components of significant expense categories, enhancing the transparency and decision-usefulness of financial statements. The objective is to provide users with a clearer understanding of the nature and variability of expenses reported in the income statement. The standard is effective for annual periods of fiscal years beginning after December 15, 2026, and interim periods in years beginning after December 15, 2027, with early adoption permitted. While the Company anticipates that the adoption of this standard will require additional disclosures, it does not expect it to have a material impact on the Company's financial position or results of operations.

6.	Goodwill

Goodwill resulting from a business combination is not amortized but is reviewed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit may be less than its carrying amount. The Company performs its annual goodwill impairment assessment during the fourth quarter of each fiscal year. As of three months ended February 28, 2026 and 2025, the Company determined that there were no indicators of goodwill impairment.

7.	MARKETABLE DEBT SECURITIES

Marketable debt securities consist of U.S. Treasury Securities and Corporate Bonds. Management determines the appropriate classification of these securities at the time they are acquired and evaluates the appropriateness of such classifications at each balance sheet date. The Company classifies its investments as available-for-sale pursuant to ASC 320, Investments—Debt Securities. Investments are recorded at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income in stockholders’ equity and a component of total comprehensive income in the consolidated statements of operations and comprehensive income, until realized. Realized gains and losses are included in investment income on a specific-identification basis. The Company estimates expected credit losses for investments when unrealized losses exist. Unrealized losses that are credit related are recognized in net income and unrealized losses that are not credit related are recognized in accumulated other comprehensive income. For the three months ended February 28, 2026, there were realized gains on investments of less than $0.1 million. There were no realized gains or losses on investments for the three months ended February 28, 2025. For the three months ended February 28, 2026 and 2025, there were net unrealized gains on marketable debt securities of less than $0.1 million in both periods.

The following table summarizes our marketable securities and available-for-sale investments as of February 28, 2026 (in thousands):

		*Cost*				*Unrealized Gains*				*Unrealized Losses*				*Fair Value*				*Investments*
Corporate bonds		$	737			$	12			$	-

SEC Form 10-Q filed by Byrna Technologies Inc.