Current Report Filing (8-k)
April 26 2021 - 6:03AM
Edgar (US Regulatory)
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):
April 19, 2021
BYRNA TECHNOLOGIES INC.
(Exact name of registrant as specified in its
charter)
Delaware
(State or other jurisdiction of incorporation)
333-132456
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71-1050654
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(Commission File Number)
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(IRS Employer Identification No.)
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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))
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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 19, 2021, the Board of Directors
of Byrna Technologies Inc. (the “Company”) approved and adopted an amendment to Section 7.07 of the Company’s
By-Laws to provide that, unless the Company consents in writing to the selection of an alternative forum, the federal district
courts of the United States of America shall be the exclusive forum for any action asserting a cause of action rising under the
Securities Act of 1933.
The foregoing summary is qualified in
its entirety by reference to the By-Laws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
Item 7.01
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Regulation FD Disclosure.
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On April 23, 2021, the Company issued
a press release announcing a reverse stock split of its common stock. A copy of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
No.
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Description
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3.1
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By-Laws of Byrna Technologies Inc., as amended and restated effective April 19, 2021.
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99.1
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Press Release dated April 23, 2021.
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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.
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BYRNA TECHNOLOGIES INC.
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Date: April 23, 2021
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By:
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/s/ Bryan Ganz
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Name: Bryan Ganz
Title: Chief Executive Officer
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