Byrna Technologies, Inc.

Item 2.01. Completion of Acquisition or Disposition of Assets. On August 6, 2026 (the “Closing Date”), Byrna Technologies Inc. (the “Company”) completed its previously announced acquisition (the “Acquisition”) of substantially all of the assets of Hero Defense Systems, LLC, a Nevada limited liability company (“Hero”), used in or related to Hero’s business of developing, manufacturing, marketing, and selling less-lethal defense products and related products and accessories, pursuant to the Asset Purchase Agreement, dated as of July 7, 2026, between the Company and Hero (the “Purchase Agreement”). The aggregate consideration for the Acquisition consisted of: (i) $625,000 in cash, of which $125,000 was deposited into a third-party escrow for a period of up to eighteen (18) months following the Closing Date as security for Hero’s indemnification obligations under the Purchase Agreement; (ii) 104,000 shares of the Company’s common stock, par value $0.001 per share (the “Stock Consideration”), determined in accordance with the formula set forth in the Purchase Agreement and issued at the closing at the direction of Hero to Hero’s two members; (iii) the assumption of certain specified liabilities of Hero; and (iv) a royalty payable to Hero equal to 3.5% of net sales of Hero’s products and of certain successor, derivative, and improved products incorporating or derived from the acquired intellectual property, subject to a guaranteed minimum aggregate royalty of $250,000 (payable in five equal annual installments of $50,000) and terminating upon the earlier of aggregate royalty payments reaching $5,000,000 and the fifth anniversary of the Closing Date. The shares constituting the Stock Consideration were issued as restricted securities in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), and are subject to a six-month lock-up and the other transfer and trading restrictions set forth in the Purchase Agreement, as described in Item 3.02 below. Other than in respect of the Purchase Agreement and the transactions contemplated thereby (including consulting arrangements entered into at the closing with Hero’s two principals and the restrictive covenant agreements delivered at the closing), there is no material relationship between the Company or any of its affiliates, on the one hand, and Hero or its members, on the other hand. The foregoing description of the Purchase Agreement and the Acquisition does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 8, 2026, and which is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. On the Closing Date, the Company issued an aggregate of 104,000 shares of its common stock, constituting the Stock Consideration under the Purchase Agreement, at the direction of Hero, to Hero’s two members. The shares were issued in a private placement in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, in a transaction not involving any public offering and without any form of general solicitation or general advertising. Each recipient delivered customary investment and securities-law representations to the Company, and the shares were issued as restricted securities bearing customary restrictive legends and are subject to a six-month lock-up and the other transfer and trading restrictions set forth in the Purchase Agreement. No underwriters were involved in the issuance, and no underwriting discounts or commissions were paid.