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What changed in Byrna Technologies Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Byrna Technologies Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+240 added−207 removedSource: 10-K (2026-02-05) vs 10-K (2025-02-07)

Top changes in Byrna Technologies Inc.'s 2025 10-K

240 paragraphs added · 207 removed · 151 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

31 edited+41 added−22 removed16 unchanged
Biggest changeBy leveraging the technology and intellectual property acquired from Mission Less Lethal, we have introduced the Byrna TCR, an easy to use, tactical compact rifle that can fire 19 rounds in rapid succession at more than 325 feet per second using a standard 12-gram CO2 cartridge for propulsion, and we have also released the Byrna M-4, a full sized tactical rifle with either 120 round capacity in law enforcement form or two 20 round magazines in civilian form.
Biggest changeThe TCR is a compact tactical rifle capable of firing 19 rounds in rapid succession at more than approximately 325 feet per second using a standard 12‑gram CO₂ cartridge. The M‑4 is a full‑sized tactical launcher available in configurations suited for both law enforcement and civilian users, with magazine capacities tailored to situational and jurisdictional requirements.
We seek to fulfill our mission by developing easy-to-use self-defense tools that are designed to allow people to live more safely. We are also focused on providing law enforcement and private security customers with less-lethal alternatives to firearms that are intended to reduce the use of firearms and facilitate trust within the communities they serve.
We seek to fulfill our mission by developing easy‑to‑use self‑defense tools that are designed to allow people to live more safely. We are also focused on providing law enforcement and private security customers with less‑lethal alternatives to firearms that are intended to reduce the use of lethal force and facilitate trust within the communities they serve.
Compliance with these provisions has not had, nor do we expect such compliance will have, any material adverse effect upon our capital expenditures, earnings, or competitive position. We believe that we are not subject to any material costs for compliance with any environmental laws.
Compliance with these provisions has not had, nor do we expect such compliance will have, any material adverse effect upon our capital expenditures, earnings, or competitive position. We believe that we are not currently subject to any material costs for compliance with any environmental laws.
We believe that our employee relations are good, and that our human capital meets the needs of our business. None of our employees are represented by a collective bargaining agreement and we have never experienced any work stoppage.
We believe that our employee relations are good, and that our human capital meets the needs of our business. None of our employees are represented by a collective bargaining agreement, and we have never experienced any material work stoppage.
We have designed our Byrna devices to function as a platform that can be enhanced, upgraded and customized in a modular fashion with our accessory products. Only Byrna projectiles are approved for use with Byrna launchers, which creates the potential for reoccurring sales of consumable products. Our products are sold in both the consumer and security professional markets.
We have designed our Byrna devices to function as a platform that can be enhanced, upgraded and customized in a modular fashion with our accessory products. Only Byrna projectiles are approved for use with Byrna launchers, which creates the potential for recurring sales of consumable products. Our products are sold in both the consumer and security professional markets.
We believe our Byrna line of products is competitive in terms of price, quality, appearance, features, performance and reliability, but we must continue to innovate and increase brand awareness in order to stay competitive. Regulatory Matters The manufacture, sale, and purchase of weapons, ammunitions, and explosives are subject to extensive federal, state, local, and foreign laws.
We believe our Byrna line of products is competitive in terms of price, quality, appearance, features, performance and reliability, but we must continue to innovate and increase brand awareness in order to stay competitive. Regulatory Matters The manufacture, sale, and purchase of weapons, ammunition, and explosives are subject to extensive federal, state, local, and foreign laws.
Our product portfolio includes: ● handheld personal security devices and shoulder-fired launchers designed for use by consumers and professional security customers without the need for a background check or firearms license; ● a line of projectiles that are fired by Byrna devices, including chemical irritant, kinetic and inert rounds; ● a line of self-defense aerosol products, including Byrna Bad Guy Repellent™; and ● accessories and related safety products, including the Byrna Banshee™, Byrna Shield™, compressed carbon dioxide (CO2) canisters, sighting systems, holsters and Byrna-branded apparel.
Our product portfolio includes: ● handheld personal security devices and shoulder-fired launchers designed for use by consumers and professional security customers without the need for a background check or firearms license in most U.S. jurisdictions; ● a line of projectiles that are fired by Byrna devices, including chemical irritant, kinetic and inert rounds; ● a line of self-defense aerosol products, including Byrna Bad Guy Repellent™; and ● accessories and related safety products, including the Byrna Banshee™, Byrna Shield™, compressed carbon dioxide (CO2) canisters, sighting systems, holsters and Byrna-branded apparel.
These agencies can impose civil and criminal penalties, including preventing us from exporting our products, for failure to comply with applicable laws and regulations. We believe that existing federal, state, and local legislation relating to the regulation of firearms and ammunition do not have a material adverse effect on our sales of products.
These agencies can impose civil and criminal penalties, including preventing us from exporting our products, for failure to comply with applicable laws and regulations. We believe that existing federal, state, and local legislation relating to the regulation of firearms and ammunition has not had a material adverse effect on our sales of products to date.
If one or more of our products or technology, or the parts and components we buy from others, is or becomes subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the United States or abroad.
If one or more of our products or technology, or the parts and components we buy from others, are or become subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees (as defined under applicable Trade Control Laws) or others in the United States or abroad.
Our Byrna personal security devices are powerful and effective less-lethal self-defense devices that are powered by CO2 and fire .68 caliber spherical kinetic and chemical irritant projectiles that are designed to disable a threat from a standoff distance of up to 60 feet.
Our Byrna personal security devices are powerful and effective less-lethal self-defense devices that are powered by CO2 and fire .68 caliber spherical kinetic and chemical irritant projectiles that are designed to disable a threat from a standoff distance of up to approximately 60 feet, depending on the launcher and the projectile used.
Marketing and Sales We sell our products into the consumer market through our Byrna e-commerce store, Side Hustle dealer program, premier dealers, and a network of over 1,300 local, regional and national outdoor and sporting goods stores, either directly or through distributors. We also sell our products through an Amazon storefront.
Marketing and Sales We sell our products into the consumer market through the Byrna e‑commerce store, the Side Hustle dealer program, premier dealers, Amazon, and a network of more than 1,300 local, regional, and national outdoor and sporting‑goods retailers, either directly or through distributors.
However, the regulation of firearms and ammunition may become more restrictive in the future, and any such developments might have a material adverse effect on our business, operating results, financial condition, and cash flows. Human Capital As of November 30, 2024, we had 167 employees.
However, the regulation of firearms and ammunition may become more restrictive in the future, and any such developments might have a material adverse effect on our business, operating results, financial condition, and cash flows. Human Capital As of February 1, 2026, we had 159 employees.
Similarly changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our sales and the size of the reachable market. 5 We are subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.
Similarly, changes in domestic or international laws governing civilian or law‑enforcement use of chemical irritants could reduce demand for our products or restrict access to certain markets. 5 We are subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.
(“Byrna LATAM”), a corporate joint venture formed to expand our operations and presence in South American markets. On August 19, 2024, we sold our 51% ownership interest to Fusady S.A., an affiliate of Bersa S.A. (“Fusady”) for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”).
In January 2023, we acquired a 51% ownership interest in Byrna LATAM S.A. (“Byrna LATAM”), a corporate joint venture formed to expand our operations and presence in South American markets. On August 19, 2024, we sold our 51% ownership interest to Fusady S.A., an affiliate of Bersa S.A.
Our products can be purchased in most U.S. locations quickly, simply and discreetly, without the requirement for a license, background check or waiting period. Strategic Focus and Products Our strategy is to establish Byrna as a consumer lifestyle brand associated with the confidence people can achieve by knowing they can protect themselves, their loved ones and those around them.
Strategic Focus and Products Our strategy is to establish Byrna as a consumer lifestyle brand associated with the confidence people can achieve by knowing they can protect themselves, their loved ones and those around them.
The Byrna SD is designed to provide a less-lethal alternative to a firearm, effective at a much safer stand-off distance than pepper spray or conductive energy devices, which have recommended maximum ranges of 10 feet and 20 feet, respectively. During 2023, we introduced the Byrna LE.
The Byrna family of launchers is designed to provide less‑lethal alternatives to firearms, effective at significantly greater standoff distances than pepper spray or conductive energy devices, which have recommended maximum ranges of 10 feet and 20 feet, respectively.
We maintain a policy requiring certain of our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements as needed to control access to our proprietary information. We have numerous issued utility and design patents. We are currently prosecuting several newly filed provisional patents.
We maintain policies requiring certain employees, contractors, consultants, and other third parties to execute confidentiality and proprietary‑rights agreements, as appropriate, to safeguard access to our proprietary information. We hold a portfolio of issued utility and design patents and currently have several additional patent applications, including provisional filings, under active prosecution.
During 2023, we introduced our less lethal 12 gauge kinetic round that uses patented fin-stabilized projectiles designed to be fired from any 12 gauge shotgun with standard cylinder or improved cylinder bore choke with increased speed and accuracy at up to 100 feet of range.
For users requiring extended range and compatibility with common law enforcement platforms, we also offer a less‑lethal 12‑gauge kinetic round featuring patented fin‑stabilized technology designed to be fired from most 12‑gauge shotguns with a standard cylinder or improved‑cylinder bore choke, providing increased speed and accuracy at distances of up to 100 feet.
We are also subject to the rules and regulations of the U.S. BATF, and various state and international agencies that regulate the manufacture, export, import, distribution and sale of ammunition and explosives. Such regulations may adversely affect demand for our products by imposing limitations that increase the costs or limit the availability of our products.
We are also subject to the rules and regulations of the U.S. Bureau of Alcohol, Tobacco, Firearms and Explosives (“ATF”) and various state and international agencies that regulate the manufacture, export, import, distribution, and sale of ammunition and explosives.
We believe we have a significant opportunity to leverage the Byrna brand to expand our product line, broaden our user base and generate increasing sales from new and existing customers. Our flagship product, the Byrna SD is a compact, ergonomically designed, handheld personal security device with the size and form factor of a compact handgun.
We believe we have a significant opportunity to leverage the Byrna brand to expand our product line, broaden our user base and generate increasing sales from new and existing customers. Our product offerings include handheld CO₂‑powered launchers, chemical irritant projectiles, kinetic projectiles, and a variety of accessories.
In the professional security market, we seek to drive purchases through our Train the Trainer program developed for police and security officers, with a focus on educating them on the proper use of force and de-escalation methods. Our international sales are fulfilled primarily by select distribution partners that have expertise in their local markets.
In the professional security market, we promote product adoption through our Train the Trainer program, which provides instruction to police and security officers on proper use‑of‑force protocols and de‑escalation practices. International sales are fulfilled primarily through select distribution partners with expertise in their respective markets. International revenue represented 10.0% of total revenue in fiscal 2025 and 8.0% in fiscal 2024.
To establish and protect our proprietary rights, we rely upon a combination of patent, copyright, trade secret and trademark laws and contractual restrictions such as confidentiality agreements, licenses and intellectual property assignment agreements.
Intellectual Property Our ability to compete effectively depends in part on protecting our proprietary technology and maintaining adequate intellectual property rights. We rely on a combination of patent, trademark, copyright, and trade secret laws, as well as contractual protections, including confidentiality agreements, licenses, and intellectual property assignment agreements. Our patent expirations range from 2032 to 2038.
Effective December 19, 2019, we dissolved our wholly-owned subsidiary Security Devices International Canada Corp (“SDICC”). We currently have one wholly-owned subsidary, Byrna South Africa (Pty) Ltd. (“Byrna South Africa”). On May 5, 2020, we acquired all of the issued and outstanding equity interests of Roboro Industries Pty LTD (“Roboro”) and, as a result, Roboro became our wholly-owned subsidiary.
Effective December 19, 2019, we dissolved our wholly-owned subsidiary Security Devices International Canada Corp (“SDICC”). We currently have two wholly-owned subsidiaries, Byrna South Africa (Pty) Ltd (“Byrna South Africa”) and Byrna Technologies Canada, Inc. (“Byrna Canada”).
With the expansion of both facilities, we believe that we have sufficient capacity to meet our production needs for at least the next two years, and that additional capacity is available to us on commercially reasonable terms. We rigorously test 100% of our products at our production facilities before shipment to ensure our products meet stringent quality and performance standards.
Based on the current capacity of these facilities, we believe we have sufficient production capability to meet anticipated demand based on current forecasts for at least the next two years, and that additional capacity can be secured on commercially reasonable terms if required.
In order to manufacture, sell, import and export our 40mm products and certain components, we are required to obtain and maintain several Federal Firearms License ("FFL") and Federal Explosive License ("FEL") licenses and permits. The Byrna SD is a new product and may be subject to future legislation or regulation.
Such regulations may adversely affect demand for our products by imposing limitations that increase costs, restrict permissible distribution channels, or limit the availability of our products. In order to manufacture, sell, import, and export our 40mm products and certain related components, we are required to obtain and maintain several Federal Firearms License (“FFL”) and Federal Explosive License (“FEL”) permits.
We also conduct long-term testing of our launchers during the development phase. We measure in-field quality by the rate of returns requested by our customers. Our Byrna SD and LE include a significant number of distinct parts, including many custom designed parts. We source these components from third-party suppliers in the U.S. and overseas.
Our Byrna SD, LE, and CL launchers incorporate a substantial number of individual components, including custom‑designed parts. We source these components from third‑party suppliers located in the United States and abroad.
These chemical irritant projectiles are designed to cause burning sensation on an assailant’s eyes and skin and to temporarily cause a sensation of impairment of their respiratory system upon contact, with quick-acting, incapacitating effects.
Our chemical irritant projectiles include Byrna Max, which contains a pepper and tear‑gas blend, and Byrna Pepper, which contains a pepper and PAVA blend. These projectiles produce a burning sensation on an assailant’s eyes and skin and temporarily impair respiratory function, providing fast‑acting, incapacitating effects.
It is easy to use, has virtually no recoil and is designed to fire accurately with an effective range of 50 feet. The Byrna SD utilizes our patented technology and more than 60 custom designed parts. The Byrna SD comes with easily reloadable magazines that can hold five or seven .68 caliber projectiles.
The Byrna SD utilizes our patented technology and more than 60 custom‑designed parts, and features reloadable magazines that hold five or seven .68‑caliber projectiles. In 2025, we introduced the Byrna CL™ (Compact Launcher), a compact, lightweight launcher designed specifically for the everyday carry (“EDC”) consumer segment.
Our current marketing strategy includes engaging key influencers in relevant markets to highlight the benefits of our security solutions to their respective networks of followers, engaging in public dialogues about firearm regulation, school safety and the expansion of police programs and training in the use of less-lethal weapons, and expanding our use of targeted digital marketing tools.
Our current marketing strategy includes continued engagement with influencers in relevant segments, participation in public discussions relating to firearm regulation and school safety as they pertain to less‑lethal security solutions, support for police training initiatives, and expanded digital‑marketing capabilities.
To satisfy production demand in international markets, we operate a 20,000 square foot manufacturing facility located in Pretoria, South Africa. Both facilities utilize a human capital-oriented model with highly-skilled manual assembly of precision components.
We previously operated a 20,000‑square‑foot facility in Pretoria, South Africa; however, manufacturing operations at that location were discontinued during the third quarter of fiscal 2025. Our U.S. facilities support production for domestic demand and utilize a labor‑intensive manufacturing model involving skilled manual assembly of precision components.
We also offer Byrna Kinetic, a lower-cost, hard plastic projectile that can be used for self-defense or training, and Byrna Pro Training, a projectile filled with inert powder to simulate use of chemical irritant rounds for training.
Our Byrna Kinetic rounds are hard‑plastic impact projectiles suitable for self‑defense or training, while our Byrna Pro Training rounds contain inert powder to simulate chemical irritant use in controlled environments. In addition, we offer our Eco‑Kinetic line of projectiles, which are fully biodegradable, environmentally safe, and engineered for high accuracy, making them suitable for both recreational shooting and safety‑focused training.
Removed
With a more powerful valve design the LE has a higher average muzzle velocity of 330 feet per second and an effective range of 60 feet. In May 2021, we purchased certain assets of Mission Less Lethal, a U.S. manufacturer of .68 caliber, less-lethal, shoulder-fired launchers for law enforcement and other security professionals.
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Since 2023, the Company has modernized its product line, diversified its distribution channels, and implemented technology‑driven marketing tools that significantly expand reach and brand engagement.
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These rifles are well suited to meet specific situational needs of security professionals, including law enforcement, private security and corrections customers. In May 2022, we acquired Fox Labs International, a producer of defensive pepper sprays, that catered primarily to law enforcement and other security professionals.
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In 2024 and 2025, Byrna launched the Byrna CL™ (Compact Launcher), expanded its law‑enforcement‑grade Byrna LE™ and LE PRO™ product lines, deployed a proprietary AI‑assisted advertising platform, expanded retail distribution through Sportsman’s Warehouse and other partners, and opened additional Byrna‑branded retail locations.
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This has enabled us to continue sales to the law enforcement market while using our ecommerce and dealership channels to offer professional quality chemical irritant self-defense spray to the consumer market under the name Byrna Bad Guy Repellent™. In January 2023, we acquired a 51% ownership interest in Byrna LATAM S.A.
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The Company also established Byrna Technologies Canada, a wholly owned subsidiary supporting regulatory compliance, warehousing, marketing, and sales for the Canadian market.
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See Note 6 , "Investment in Joint Venture" for additional information. We offer a range of .68 caliber projectiles for different applications. Our chemical irritant projectiles include Byrna Max, which contains a pepper and tear gas blend, and Byrna Pepper, which contains a pepper and PAVA blend.
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Our products can be purchased in most U.S. locations quickly, simply and discreetly, generally without the requirement for a license, background check or waiting period, subject to applicable state and local laws.
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During 2021, we introduced the Eco-Kinetic line of projectiles which are environmentally safe, fully biodegradable and highly accurate rounds for both safety and recreational uses.
Added
Our flagship product, the Byrna SD, is a compact, ergonomically designed handheld personal security device with the size and form factor of a compact handgun. It is easy to use, has virtually no recoil, and is designed to fire accurately from a standoff distance of up to approximately 60 feet, depending on the projectile used.
Removed
International sales represented 8.0% of revenue in our fiscal year 2024 and 6.8% of revenue in fiscal year 2023; we see the potential to continue increasing our international sales mix as foreign law enforcement customers are showing growing interest in Byrna devices serving as a less-lethal, secondary security device, and the Byrna approach is increasingly seen as a favorable de-escalation solution.
Added
The CL platform incorporates improved ergonomics, simplified operation, enhanced concealability, and utilizes newly developed .61‑caliber projectiles. We also expanded our law‑enforcement‑grade offerings with the Byrna LE™ and Byrna LE PRO™, which feature improved accuracy, higher muzzle velocity, and enhanced duty‑grade performance for both law enforcement and advanced civilian consumers.
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Our marketing efforts are focused on creating brand awareness for Byrna by utilizing promotional specials and banner ads and driving traffic to our e-commerce store through the use of digital marketing tools.
Added
Our projectile portfolio was updated in 2024–2025 to include Eco‑Kinetic rounds, updated Max and Pepper chemical irritant formulations, and state‑compliant chemical‑free variants aligned with evolving legal requirements. Accessories now include premium holsters, optics‑integrated attachments, magazines, CO₂ cartridges, and EDC‑focused gear bundles tailored to both new and experienced users.
Removed
In early 2020, we implemented a nationwide reseller and distribution network of brick-and-mortar outlets and engaged third-party firms to market our products to dealers in the outdoor and sporting goods sectors. In June 2020, and then again in April 2021, Byrna was highlighted on a popular national news program.
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Our family of tactical launchers includes the Byrna TCR and Byrna M‑4, which continue to meet the needs of law enforcement, private security teams, and other users who require durable, high‑capacity less‑lethal solutions.
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Commencing in September 2023, we pivoted away from traditional social media channels, some of which prohibited us from advertising, in favor of a more targeted approach via celebrity endorsement, talk radio, and non-social media online advertising efforts. These high-profile events and advertisement strategies led to significant increases in orders in our e-commerce channels and further raised our brand recognition nationally.
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These launchers remain important components of our product portfolio, supporting organizations and individuals seeking effective less‑lethal alternatives to traditional firearms. We continue to offer a full line of professional‑grade defensive sprays under the Fox Labs International brand, which is widely recognized among law enforcement and security professionals for its strength and reliability.
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We believe these events demonstrated the positive and rapid impacts that additional visibility of our products and brand can have on our sales.
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These formulations are also marketed to consumers through our e‑commerce and dealer channels under the Byrna Bad Guy Repellent™ line, providing civilians access to high‑quality chemical irritant sprays that meet professional standards. The Fox Labs product line remains an important complement to our launcher platform, expanding our presence in both the professional and consumer self‑defense markets.
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Manufacturing, Suppliers and Distribution We operate two manufacturing facilities. In the United States, we opened a 14,000 square foot facility in 2020 located in Fort Wayne, Indiana and in 2022 we moved to a new 30,000 square foot facility nearby in order to expand capacity. We utilize our Fort Wayne facility to fulfill domestic demand for our launchers.
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(“Fusady”) for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”). See Note 6 , "Transactions with Byrna LATAM" to our consolidated financial statements for additional information. We offer a broad portfolio of projectiles designed for self‑defense, professional use, and training.
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Historically, our projectiles have been sole-sourced from third-party suppliers in South Africa. However, we established the capability to manufacture projectiles in our own facilities, thereby, improving quality and availability while reducing dependence on third parties. 4 Research and Development We conduct research and development activities to enhance existing products and develop new products at our headquarters, in Andover, Massachusetts.
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To support the Byrna CL™ Compact Launcher, we introduced newly developed .61‑caliber projectiles engineered specifically for the EDC (“everyday carry”) market, offering enhanced concealability, lighter weight, and optimized performance in the CL platform.
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Our design team is comprised of experts in the fields of mechanical design, precision manufacturing and CO2-powered propulsion. We are currently focused on executing the commercial introduction of a series of new launchers.
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We believe there is an opportunity to expand our international sales mix due to increasing interest from foreign law‑enforcement agencies in less‑lethal secondary security devices and de‑escalation solutions. Historically, our marketing efforts relied on e‑commerce and digital advertising—including promotional specials and banner advertisements—to drive brand awareness and online traffic.
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These new launchers are expected to benefit from our innovations in the areas of greater and more controlled muzzle velocity, improved cold weather performance, more efficient utilization of CO2, improved triggers, higher capacity magazines, improved sighting systems, yet keeping the product compact and ergonomic.
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Beginning in 2024, we expanded this model by establishing a large‑scale influencer network focused on personal safety, outdoor activities, and women's self‑defense. We also deployed a proprietary AI‑assisted advertising system designed to automate creative generation, audience targeting, content iteration, and bid optimization, resulting in improved marketing efficiency and reduced customer‑acquisition costs.
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We are also investing engineering resources to develop proprietary projectiles both for the consumer and law enforcement markets. In particular, we have designed an accurate and effective long range less lethal projectile to be fired from a 12-gauge shotgun. We introduced this product in January 2023.
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In addition to digital channels, we utilize national and regional television advertising, talk‑radio placements, and long‑form broadcast integrations to increase brand awareness, particularly given advertising limitations affecting less‑lethal and personal‑security products on major social‑media platforms. In 2024, we launched a nationally recognized television and digital campaign referred to internally as the “Banana” campaign.
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Intellectual Property Our success and ability to compete effectively depends, in part, on our ability to protect our proprietary technology and to establish and adequately protect our intellectual property rights.
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Using humor and a non‑threatening visual metaphor, the campaign communicated Byrna’s core value proposition as an effective personal‑security solution without the legal, moral, or emotional consequences associated with lethal force.
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We have several granted trademarks as well as trademarks which have been filed and are currently being prosecuted. We further obtained one patent and one trademark through the acquisition of Mission Less Lethal in May 2021, two patents and four trademarks through the acquisition of Ballistipax Holdings Inc. ("Ballistipax") and several trademarks through the acquisition of Fox Labs.
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The campaign generated more than 60 million organic views across television, streaming, and digital channels and materially increased brand recognition and consumer engagement while remaining compliant with advertising restrictions applicable to personal‑security products.
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In addition, through the acquisition of Mission Less Lethal, we now hold exclusive rights to use all of the intellectual property of Kore Outdoor, Inc. (the previous owner of Mission Less Lethal) for less-lethal applications.
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These broadcast initiatives were supported by talk‑radio endorsements, podcast integrations, and long‑form interviews with nationally syndicated personalities, enabling more in‑depth discussion of less‑lethal alternatives, de‑escalation, and responsible personal protection. This approach has expanded our reach to demographics less accessible through traditional digital advertising and strengthened brand trust and credibility.
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Because it uses CO2, rather than gunpowder or other explosives to launch projectiles, the Byrna SD is not currently a “firearm” regulated by the BATF. It is, however, subject to certain state and local regulations related to “pepper spray” or “tear gas” devices.
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Beginning in 2024, we integrated these broadcast efforts with our AI‑driven advertising system to automate creative testing, audience targeting, content optimization, and media buying across digital and streaming platforms. This system enables rapid message testing, improved conversion rates, and lower customer‑acquisition costs while ensuring compliance with platform advertising policies.
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Re-characterization of the Byrna SD as a firearm or other changes to or new interpretations of existing regulations could impact our ability to manufacture or sell the Byrna SD and its projectiles, or limit their market, which could impact our sales and demand for Byrna products.
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As a result of this diversified media strategy—combining television, radio, influencer partnerships, and AI‑optimized digital campaigns—we have reduced reliance on traditional social‑media advertising while increasing brand awareness, marketing efficiency, and customer‑acquisition performance. Manufacturing, Suppliers and Distribution We operate two manufacturing facilities in Fort Wayne, Indiana, consisting of a 30,000‑square‑foot facility and a 10,000‑square‑foot facility.
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During the year ended November 30, 2021, we utilized Roboro exclusively as a manufacturing and assembly supplier for our products until such operations were assumed by Byrna South Africa following the acquisition. On March 10, 2023, the Company dissolved the Roboro legal entity.
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Following the cessation of South African operations, all active production has been consolidated within our U.S. manufacturing footprint.
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On April 27, 2021, we effected a 10-for-1 reverse stock split of our common stock (the “Reverse Stock Split”) with exercise prices for our outstanding warrants and stock options appropriately adjusted. 6
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We test 100% of our products at our production facilities prior to shipment to confirm that they meet defined quality and performance standards. We also conduct long‑term testing of our launchers during product development. In‑field quality performance is measured in part by customer return rates.
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Historically, we sole‑sourced projectiles from South Africa; however, we have since established internal U.S. manufacturing capability for projectiles, which has improved quality control, enhanced supply reliability, and reduced dependency on external suppliers. Beginning in 2024, we expanded our retail distribution footprint.
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We entered into a national retail partnership with Sportsman’s Warehouse, making Byrna launchers and accessories available in select stores across the United States. Additional regional and independent retailers increased distribution coverage in key domestic markets. We also opened several Byrna‑branded retail stores in states including Nevada, Florida, and Texas.
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These locations provide in‑store demonstrations, training, and merchandising, and support both product‑education and direct‑sales functions. Collectively, these initiatives advance Byrna’s evolution into an omnichannel distributor incorporating direct‑to‑consumer sales, national retailers, specialty dealers, and Byrna‑operated locations. 4 Research and Development Our research and development (“R&D”) activities are conducted primarily at our headquarters in Andover, Massachusetts.
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These activities focus on the design, testing, and improvement of less‑lethal personal security devices, associated projectiles, and launcher technologies. Our R&D team consists of specialists in mechanical engineering, precision manufacturing, CO₂‑powered propulsion systems, and advanced materials. Since 2023, we have continued to expand our development pipeline with both new product platforms and enhancements to existing models.
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Our R&D efforts supported the successful commercial launch of the Byrna Compact Launcher ( “ CL ” ) in April 2025, a product conceived, designed, and manufactured in the United States and incorporating approximately 90% U.S.-sourced components.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeAdditional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors ” and should be carefully considered, together with other information in this Annual Report on Form 10-K and our other filings with the SEC before making an investment decision regarding our common stock. ● We have a limited operating history on which you can evaluate our business. ● We have a history of operating losses during prior periods and we cannot guarantee that we will be able to sustain profitability ● If we are unable to successfully implement our business plan for the sale of our products, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected ● We may not be able to effectively manage our future growth. ● Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop. ● Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence. ● The failure to attract and retain key personnel could have an adverse effect on our operating results. ● We depend on the sale of our personal security devices. ● Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers. ● Our business depends on maintaining and strengthening our brand and generating and maintaining demand for our products, and a reduction in such demand could harm our results of operations. ● We are dependent on our relationships with key third-party suppliers for our business. ● We are dependent on the quality of parts supplied by and quality controls of our third-party suppliers. ● Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results. ● If we deliver products with defects, we may be subject to product recalls or negative publicity, our credibility may be harmed, market acceptance of our products may decline, and we may be exposed to liability. 7 ● The markets for security products and less-lethal defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations. ● The less-lethal defense technology industry and security products markets are highly competitive and our success depends upon our ability to effectively compete with numerous worldwide business. ● We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements. ● Changes in government policies and legislation could adversely affect our financial result. ● Health and safety risks could expose us to potential liability and adversely affect our operating results and financial condition. ● Our directors, executive officers, and significant stockholders may be able to influence us. ● If our analyst coverage decreases or results in negative reports about our business, our stock price and trading volume could decline. ● We do not intend to pay dividends on our common stock for the foreseeable future. ● Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity. ● Tariffs, sanctions, restrictions on imports or other trade barriers between the United States and various countries, most significantly China, Canada and Mexico, may impact our revenue and results of operations. ● Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties. ● Substantial future sales, or the perception or anticipation of future sales, of shares of our common stock could cause our stock price to decline. ● The ongoing requirements of being a public company may strain our resources, divert management ’ s attention, and affect our ability to attract and retain executive management and qualified board members. ● Matters relating to the employment market and prevailing wage standards may adversely affect our business. 8 Risk Factors Investing in our common stock involves a high degree of risk.
Biggest changeAlso, high-profile incidents involving the use or alleged misuse of our products, whether or not such use complies with applicable law or our intended use guidelines, could result in reputational harm, increased regulatory scrutiny, civil litigation, or reduced demand for our products. ● Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence. ● The failure to attract and retain key personnel could have an adverse effect on our operating results. ● Executive Officer Transition ● Leadership Succession and Executive Management Transitions Could Adversely Affect Our Operations ● We depend on the sale of our personal security devices. ● Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers. ● Our business depends on maintaining and strengthening our brand and generating and maintaining demand for our products, and a reduction in such demand could harm our results of operations. ● We are dependent on our relationships with key third-party suppliers for our business. ● We are dependent on the quality of parts supplied by and quality controls of our third-party suppliers. ● Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results. ● If we deliver products with defects, we may be subject to product recalls or negative publicity, our credibility may be harmed, market acceptance of our products may decline, and we may be exposed to liability. 7 ● The markets for security products and less-lethal defense technology are in a state of technological change which could have a material adverse impact on our business, financial condition and results of operations. ● The less-lethal defense technology industry and security products markets are highly competitive and our success depends upon our ability to effectively compete with numerous worldwide businesses. ● We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements. ● Changes in government policies and legislation could adversely affect our financial results. ● Health and safety risks could expose us to potential liability and adversely affect our operating results and financial condition. ● Our directors, executive officers, and significant stockholders may be able to influence us. ● If our analyst coverage decreases or results in negative reports about our business, our stock price and trading volume could decline. ● We do not intend to pay dividends on our common stock for the foreseeable future. ● Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity. ● Tariffs, sanctions, restrictions on imports or other trade barriers between the United States and various countries, most significantly China, Canada and Mexico, may impact our revenue and results of operations. ● Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties. ● Substantial future sales, or the perception or anticipation of future sales, of shares of our common stock could cause our stock price to decline. ● The ongoing requirements of being a public company may strain our resources, divert management ’ s attention, and affect our ability to attract and retain executive management and qualified board members. ● Matters relating to the employment market and prevailing wage standards may adversely affect our business. 8 Risk Factors Investing in our common stock involves a high degree of risk.
To maintain and increase sales we must continue to introduce new products and improve or enhance our existing products or new products.
To maintain and increase sales we must continue to introduce new products and improve or enhance our existing products.
We would also not be able to control the actions of our joint venture partners, including any nonperformance, default or bankruptcy of our joint venture partners. As a result, we could be unable to control the quality of products produced by any future joint venture or achieve consistency of product quality as compared with our other operations.
We would also not be able to control the actions of any future joint venture partners, including any nonperformance, default or bankruptcy of our future joint venture partners. As a result, we could be unable to control the quality of products produced by any future joint venture or achieve consistency of product quality as compared with our other operations.
Ineffective marketing, negative publicity, social media advertising restrictions, product diversion to unauthorized distribution channels, product or manufacturing defects, counterfeit products, unfair labor practices, failure to protect the intellectual property rights in our brand, and inability to provide satisfactory customer service experience as we rapidly expand our business, are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.
Ineffective marketing, negative publicity, social media advertising restrictions, product diversion to unauthorized distribution channels, product or manufacturing defects, counterfeit products, unfair labor practices, failure to protect the intellectual property rights in our brand, and an inability to provide satisfactory customer service experience as we rapidly expand our business, are some of the potential threats to the strength of our brand, and those and other factors could rapidly and severely diminish customer confidence in us.
Further, because we previously were listed on the Canadian Stock Exchange, we remain subject to the continuing disclosure rules of the Ontario Securities Commission (“OSC”), which requires us to make somewhat duplicative filings related to certain matters on SEDAR and SEDI and pay annual fees in certain Canadian jurisdictions until such time as the OSC releases us from those obligations.
Further, because we previously were listed on the Canadian Securities Exchange, we remain subject to the continuing disclosure rules of the Ontario Securities Commission (“OSC”), which requires us to make somewhat duplicative filings related to certain matters on SEDAR and SEDI and pay annual fees in certain Canadian jurisdictions until such time as the OSC releases us from those obligations.
Projected increases in temperature in these locations may impact us in a number of ways including increasing the costs of maintaining comfortable working environments, increasing the risk of fires, increasing the risk of illness and absence as well as turnover, and a corresponding risk of severe storm weather that could lead to flooding and damage to our facilities or the homes and commuting routes of our employees.
Projected increases in temperature in these locations may impact us in a number of ways, including increasing the costs of maintaining comfortable working environments, increasing the risk of fires, increasing the risk of illness and absence as well as turnover, and increasing the risk of severe storm weather that could lead to flooding and damage to our facilities or the homes and commuting routes of our employees.
If we cannot successfully compete in our industry and business segments, our business, financial condition and results of operations could suffer. Expansion of sales of our product to law enforcement and other governmental or quasi-governmental entities may require expenditure of resources and lengthen our sale cycle.
If we cannot successfully compete in our industry and business segments, our business, financial condition and results of operations could suffer. Further expansion of sales of our product to law enforcement and other governmental or quasi-governmental entities may require expenditure of resources and lengthen our sale cycle.
The Byrna line of handheld personal security devices are relatively new products and their long-term adoption by the U.S. consumer market, and by potential other markets including law enforcement, private security, and international markets, remains unknown.
The Byrna line of personal security devices are relatively new products and their long-term adoption by the U.S. consumer market, and by potential other markets including law enforcement, private security, and international markets, remains unknown.
Moreover, if our partners also fail to invest in the joint venture in the manner that is anticipated or otherwise fail to meet their contractual obligations, the joint venture may be unable to adequately perform and conduct its operations, requiring us to make additional investments or perform additional services to ensure the adequate performance and delivery of products and/or services to the joint venture’s customers, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Moreover, if our partners also fail to invest in the joint venture in the manner that is anticipated or otherwise fail to meet their contractual obligations, any future joint venture may be unable to adequately perform and conduct its operations, requiring us to make additional investments or perform additional services to ensure the adequate performance and delivery of products and/or services to the joint venture’s customers, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.
In addition, due to rapidly increasing demand for our products, we have faced significant challenges, including production backlogs and resulting customer complaints. All of the forgoing could negatively impact our financial results. If we are unable to successfully design and develop or acquire new and appealing products, our business may be harmed.
In addition, due to rapidly increasing demand for our products, we have faced significant challenges, including production backlogs and resulting customer complaints. All of the foregoing could negatively impact our financial results. If we are unable to successfully design and develop or acquire new and appealing products, our business may be harmed.
Similarly changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our cost of sales and the size of the reachable market. We may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.
Similarly, changes in laws related to the domestic or international use of chemical irritants by civilians or law enforcement could impact both our cost of sales and the size of the addressable market. We may be subject, both directly and indirectly, to the adverse impact of existing and potential future government regulation of our products, technology, operations and markets.
Demands of competitors, including those with larger operations and stronger bargaining power or those or willing to pay a higher price or to accept lower standards, could also limit our ability to purchase key components in sufficient quantities on commercially reasonable terms.
Demands of competitors, including those with larger operations and stronger bargaining power or those that are willing to pay a higher price or to accept lower standards, could also limit our ability to purchase key components in sufficient quantities on commercially reasonable terms.
In addition, our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Bryan Ganz, our President, Chief Executive Officer and member of the Board of Directors, and Lauri Kearnes, our Chief Financial Officer.
In addition, our ability to maintain our competitive position is dependent to a large degree on the efforts and skills of our senior management team, including Bryan Ganz, our President, Chief Executive Officer and member of the Board of Directors, and Lauri Kearnes, our Chief Financial Officer, and other members of our senior management team.
Although we currently maintain freight and inventory insurance and general liability insurance in amounts which we consider adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable, or we may elect in the future not to insure against such liabilities due to high premium costs or other reasons, in which event we could incur significant costs that could have a materially adverse effect upon our financial position. 11 Failure to comply with the U.S.
Although we currently maintain freight and inventory insurance and general liability insurance in amounts which we consider appropriate for our busienss, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable, or we may elect in the future not to insure against such liabilities due to high premium costs or other reasons, in which event we could incur significant costs that could have a materially adverse effect upon our financial position. 11 Failure to comply with the U.S.
Our compliance of these laws, rules, and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and increased demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations.
Our compliance with these laws, rules, and regulations increases our legal and financial compliance costs, makes some activities more difficult, time-consuming, or costly, and increases demands on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations.
If one or more of our products or technology, or the parts and components we buy from others, is or becomes subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the U.S. or abroad.
If one or more of our products or technology, or the parts and components we buy from others, are or become subject to the International Traffic in Arms Regulations (the “ITAR”) or national security controls or other controls under the EAR, this could significantly impact our operations, for example by severely limiting our ability to sell, (re-)export, or otherwise transfer our products and technology, or to release controlled technology to foreign person employees or others in the U.S. or abroad.
Although we do sell certain other products and we expect to introduce new products, including products being developed and products acquired in connection with acquisitions, our revenue has been derived mainly from the sale of the Byrna SD and its successor, the Byrna LE.
Although we do sell certain other products and we expect to introduce new products, including products being developed and products acquired in connection with acquisitions, our revenue has been derived mainly from the sale of the Byrna SD, its successor, the Byrna LE, and, more recently, the Byrna CL.
Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers. Our introductory product is purchased most often as a “kit” including the Byrna SD launcher and samples of our various projectiles.
Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers. Our introductory product is purchased most often as a “kit” including the Byrna SD and CL launchers and samples of our various projectiles.
Moreover, if any such part failure resulted in a physical injury, it could also subject us to the risks of potential product liability actions and, if our stock price were impacted, security class actions. Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results.
Moreover, if any such part failure resulted in a physical injury, it could also subject us to the risks of potential product liability actions and, if our stock price were impacted, securities class action litigation. Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results.
Conducting our operations through joint ventures could expose us to risks and uncertainties, many of which are outside of our control, and such risks could have a material adverse effect on our business, financial condition, results of operations and cash flows.
Conducting our operations through current or future joint ventures could expose us to risks and uncertainties, many of which are outside of our control, and such risks could have a material adverse effect on our business, financial condition, results of operations and cash flows .
Alternatively, if a court were to find the choice of forum provision contained in our Certificate of Incorporation, as amended, to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or multiple jurisdictions, which could result in expensive and protracted litigation with potentially conflicting outcomes that could exhaust our insurance coverage leaving us exposed to substantial legal expenses and judgments, or otherwise harm our business, results of operations, and financial condition.
Alternatively, if a court were to find the choice of forum provision contained in our governing documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions or multiple jurisdictions, which could result in expensive and protracted litigation with potentially conflicting outcomes that could exhaust our insurance coverage leaving us exposed to substantial legal expenses and judgments, or otherwise harm our business, results of operations, and financial condition.
We have experienced actual and threatened shortages of our projectiles and third-party products due to pandemic related factors that affected our suppliers as well as competition and other business specific considerations. Such situations may require a quick pivot on our packaging or bundling of products, marketing or product mix or, even legal action.
We have experienced actual and threatened shortages of our projectiles and third-party products due to pandemic related factors that affected our suppliers as well as competition and other business specific considerations. Such situations may require a quick pivot on our packaging or bundling of products, marketing or product mix, including, in certain circumstances, legal action.
Sales of the Byrna SD, including its ammunition and accessories, represents most of our revenue. There can be no assurances of continued demand for the Byrna SD, and any change in the factors that impact demand and sales that are likely to materially and adversely affect our prospects.
Sales of the Byrna SD and Byrna CL, including ammunition and accessories, represent most of our revenue. There can be no assurances of continued demand for the Byrna SD and Byrna CL, and any change in the factors that impact demand and sales that are likely to materially and adversely affect our prospects.
We maintain general liability insurance that includes product liability coverage in amounts that we believe are reasonable, but there is no assurance that we will be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage.
We maintain general liability insurance that includes product liability coverage in amounts that we believe are appropriate for our business, but there is no assurance that we will be able to maintain such insurance on acceptable terms, if at all, in the future and product liability claims may exceed the amount of insurance coverage.
Our stock price could decline as a result of substantial sales of our common stock, or the perception or anticipation that such sales could occur, particularly sales by our directors, executive officers, and significant stockholders, a large number of shares of our common stock becoming available for sale, or the perception in the market that holders of a large number of shares intend to sell their shares.
Our stock price could decline as a result of substantial sales of our common stock, or the perception that such sales could occur, particularly sales by our directors, executive officers, and significant stockholders, a large number of shares becoming available for sale, or perceptions that holders of a large number of shares intend to sell.
Any prohibitions or restrictions on advertising imposed by these or other platforms, or any changes in the algorithms used by such platforms, may result in reduced direct-to-consumer sales, reduced traffic to our website and a decreased market presence, which could have a material adverse effect on our business, operating results, and financial condition The failure to attract and retain key personnel could have an adverse effect on our operating results.
Any prohibitions or restrictions on advertising imposed by these or other platforms, or any changes in the algorithms used by such platforms, may result in reduced direct-to-consumer sales, reduced traffic to our website and a decreased market presence, which could have a material adverse effect on our business, operating results, and financial condition.
Our products are used in activities and situations that involve risk of personal injury.
Our products are used in activities and situations that inherently involve a risk of personal injury.
There can be no assurance that we will not experience difficulties with our efforts to comply with applicable regulations as they change in the future or that our continued compliance efforts (or failure to comply with applicable requirements) will not have a material adverse effect on our results of operations, business, prospects and financial condition.
There can be no assurance that we will not experience difficulties in complying with applicable regulations as they change over time, or that our compliance efforts (or failure to comply with applicable requirements) will not have a material adverse effect on our results of operations, business, prospects and financial condition.
For example, all 50 states now have data breach laws that require timely notification to individual victims, and at times regulators, if a company has experienced the unauthorized access or acquisition of sensitive personal data.
For example, all U.S. states have enacted data breach notification laws that require timely notification to individual victims, and at times regulators, if a company has experienced the unauthorized access or acquisition of sensitive personal data.
In addition, if we successfully expand sales of our products to these customers, we could encounter challenges related to funding of law enforcement and other governmental and quasi-governmental entities generally, states and municipalities that fund such entities and the recent changes in public sentiment around police funding.
In addition, if we continue to expand sales of our products to these customers, we could encounter challenges related to funding of law enforcement and other governmental and quasi-governmental entities generally, states and municipalities that fund such entities and any future changes in public sentiment around police funding.
We have experienced product development and production delays, as well as unanticipated costs associated with the development and manufacture of new products and material and component availability and costs, air freight availability and costs, volatile demand levels related to unexpected publicity and civil unrest, and backlogs and order cancellations due to our inability to timely fulfill orders, and cancellations of orders.
We have experienced product development and production delays, unanticipated costs associated with the development and manufacture of new products, constraints on material and component availability and pricing, air freight availability and costs, volatile demand levels related to unexpected publicity and civil unrest, and backlogs and order cancellations from our inability to timely fulfill orders (and cancellations of orders).
We may not be able to attract and retain a sufficient workforce on a cost-effective basis in the future. In the event of increased costs of attracting and retaining a workforce, our profit margins may decline as a result. 13 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
We may not be able to attract and retain a sufficient workforce on a cost-effective basis in the future. In the event of increased costs of attracting and retaining a workforce, our profit margins may decline as a result. 13
Wayne, international expansion, and growth associated with new product introduction and successful marketing campaign) may increase the strain on our resources, and we could experience operating difficulties, including difficulties in sourcing, logistics, recruiting, maintaining internal controls, marketing, designing innovative products, and meeting consumer needs.
Continued growth (including our expansion in Fort Wayne, international expansion, and growth associated with new product introductions and marketing campaigns) may increase the strain on our resources, and we could experience operating difficulties, including difficulties in sourcing, logistics, recruiting, maintaining internal controls, marketing, designing innovative products, and meeting consumer needs.
Our Nevada facility is located in a desert where water is scarce and the hot temperatures require heavy use of air conditioning. While we have not experienced any shortages of energy or water in the past, we may in the future.
Our Nevada locations are in a desert environment where water is scarce and hot temperatures require heavy use of air conditioning. While we have not experienced shortages of energy or water in the past, we may in the future.
We do business in emerging market jurisdictions, such as South Africa and South America, where economic, political and legal risks are heightened. Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties.
We may pursue opportunities in emerging market jurisdictions, where economic, political, and legal risks may be heightened. Data privacy and security laws and regulations in the jurisdictions in which we do business could increase the cost of our operations and subject us to possible sanctions and other penalties.
For example, the current presidential administration has imposed tariffs on goods from a variety of countries, including China, Canada, Mexico and others.
For example, the U.S. government has imposed tariffs on goods from a variety of countries, including China, Canada, Mexico and others.
Climate change has been identified as resulting in an increase in average temperatures in key places we operate, including in Indiana, Las Vegas, South America, and South Africa.
Climate change has been identified as resulting in an increase in average temperatures in key places we operate, including in Indiana and Nevada.
Delays in delivery caused by industry allocations, material shortages (such as plastic or resins), or obsolescence have occurred in recent years, including as a result of the COVID-19 pandemic, may continue and could occur in the future. Such delays may take weeks or months to resolve and may result in increased costs as well as production and product fulfillment delays.
Delays in delivery caused by industry allocations, material shortages (such as plastic or resins), or obsolescence have occurred in recent years, including as a result of the COVID-19 pandemic, and may continue and could occur in the future.
Our efforts to grow our business depend in part upon access to, and our success in developing, market share and operating profitably in, additional geographic markets including but not limited to South America and South Africa.
Our efforts to grow our business depend in part upon access to, and our success in developing, market share and operating profitably in additional geographic markets including but not limited to international markets outside the United States.
We may experience difficulties in managing this growth and building the appropriate processes and controls. Continued growth (including our expansion in Ft.
We may experience difficulties in managing this growth and building the appropriate processes and controls.
The Nasdaq Capital Market requires listed companies to meet certain listing criteria including total number of stockholders, Board of Directors independence, minimum bid price, total value of publicly held shares, and in some cases total stockholders’ equity and market capitalization requirements.
The Nasdaq Capital Market requires listed companies to meet certain listing criteria including corporate governance requirements (such as Board of Director independence), and quantitative listing standards (such as minimum bid price, total value of publicly held shares, and in some cases total stockholders’ equity and market capitalization requirements, and other thresholds).
These corrections of forecast require a very quick pivot and adjustments to the supply chain, production and marketing. If we are unable to make these changes quickly or at all our inventory, production and sales may be materially affected.
Forecast corrections may require rapid pivots and adjustments to our supply chain, production planning, and marketing. If we are unable to make these changes quickly or at all, our inventory levels, production, and sales could be materially adversely affected.
These disruptions have caused, and could cause further, closures of our facilities or the facilities of our suppliers, manufacturers and dealers, as well as cancellation of events that present significant marketing opportunities such as industry conventions, and trade shows. Any disruption of the businesses of our suppliers, manufacturers or dealers would likely impact our sales and operating results.
These disruptions have in the past caused, and could in the future cause, closures of our facilities or the facilities of our suppliers, manufacturers and dealers, as well as cancellation of events that present significant marketing opportunities such as industry conventions and trade shows.
While we have achieved profitability this year, there can be no assurance that we will not experience net losses in the future and there can be no assurance of continued profitability.
While we achieved profitability during the two most recently completed fiscal years, there can be no assurance that we will not experience net losses in the future and there can be no assurance of continued profitability.
We intend to continue to make substantial investments in research and development, marketing and sales, our general and administrative organizations, and our international operations. To attract top talent, we have had to offer, and believe we may need to improve and will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees.
To attract top talent, we have had to offer, and believe we may need to improve and will need to continue to offer, highly competitive compensation packages before we can validate the productivity of those employees.
A loss of any of such third-party relationships might have a material adverse effect on our operating results. We rely on third parties to ship, transport, and provide logistics for our products and components.
A loss of any such third-party relationship might have a material adverse effect on our operating results. We rely on third parties to ship, transport, and provide logistics for our products and components. Our dependence on a limited number of third parties for these services leaves us vulnerable due to our need to secure these parties’ services on favorable terms.
In addition, in some cases, parts obsolescence may require a product re-design to ensure quality replacement components. These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations and could injure our reputation.
These delays could cause significant delays in manufacturing and loss of sales, leading to adverse effects significantly impacting our financial condition or results of operations and could injure our reputation.
Any substantial deterioration in general economic conditions that diminish consumer confidence or discretionary income could reduce our sales and adversely affect our operating results. Political and social factors can affect our performance. Concerns about political trends, as well as firearm-related incidents and social reaction thereto, and legislature and policy shifts resulting from elections can affect the demand for our products.
Any substantial deterioration in general economic conditions that diminish consumer confidence or discretionary income could reduce our sales and adversely affect our operating results. Political and social factors can affect our performance.
The risks discussed below also include forward-looking statements, and our actual results may differ substantially from those discussed in these forward-looking statements. See “ Cautionary Note Regarding Forward-Looking Statements ” above. Risks Related to Our Business We have a limited operating history on which you can evaluate our business.
Certain statements contained in the risk factors below are forward-looking statements, and our actual results may differ materially from those expressed or implied by such statements . Risks Related to Our Business We have a limited operating history on which you can evaluate our business.
During 2023, advertising and social media platforms prohibited advertising of any Byrna product and imposed significant restrictions on our ability to advertise on certain platforms, which restrictions largely remain in place.
During 2023, certain advertising and social media platforms prohibited or significantly restricted advertising of Byrna products, which restrictions largely remain in place.
If such regulation becomes more expansive in the future, it could have a material adverse effect on our business, operating results, financial condition, and cash flows. Our products are relatively new and may be subject to certain laws and regulations, including those related to CO2 powered launchers, “pepper spray” or “tear gas” devices, and future legislation or regulation.
The manufacture, sale, purchase, possession and use of devices that may be treated as weapons, including CO2 powered launchers and chemical irritant devices, are subject to federal, state, local, and foreign laws. If such regulation becomes more expansive in the future, it could have a material adverse effect on our business, operating results, financial condition, and cash flows.
Our continued compliance with present and changing future laws could restrict our ability to sell our products and expand our operations. Changes in government policies and legislation could adversely affect our financial results. The manufacture, sale, purchase, possession and use of weapons, including CO2 powered launchers and chemical irritant devices, are subject to federal, state, local, and foreign laws.
Our continued compliance with present and changing future laws could restrict our ability to sell our products and expand our operations. Changes in government policies and legislation could adversely affect our financial results.
Moreover, we have introduced several new products during the past few years, including product lines acquired through acquisitions and sourced from third-party manufacturers with whom we had no prior experience. Some of our senior management team are relatively new to their positions.
Although our corporate entity has existed since 2005, we have only been manufacturing and selling the Byrna launchers, our largest source of revenue, since April 2019. Moreover, we have introduced several new products during the past few years, including product lines acquired through acquisitions and sourced from third-party manufacturers with whom we had no prior experience.
The loss of the services of one or more of our key personnel could materially and adversely affect our operations. We depend on the sale of our personal security devices.
Any such events could materially and adversely affect our business, financial condition and results of operations. We depend on the sale of our personal security devices.
We must effectively integrate, develop and motivate a large number of new employees in various locations around the country, in South America, and in South Africa, and we must maintain the beneficial aspects of our corporate culture.
We must effectively integrate, develop and motivate a large number of employees in various locations around the United States and internationally, and we must maintain the beneficial aspects of our corporate culture. We intend to continue to make substantial investments in research and development, marketing and sales, our general and administrative organizations, and our international operations.
Matters relating to the employment market and prevailing wage standards may adversely affect our business.
Consequential increases in costs of components or materials or reduction of suppliers could materially impact our business and cost of operations . Matters relating to the employment market and prevailing wage standards may adversely affect our business.
Moreover, any such breach or attack could result in litigation against us by customers or other third parties whose data is compromised by any such attack.
Moreover, any such breach or attack could result in litigation against us by customers or other third parties whose data is compromised by any such attack. Despite the implementation of security measures and controls, we cannot assure that our cybersecurity risk management program will prevent, detect, or mitigate all cybersecurity incidents.
We have recorded net income for the year ended November 30, 2024. Our net income for the year ended November 30, 2024 was $12.8 million, compared to a net loss of $8.2 million for the year ended November 30, 2023 Our accumulated deficit at November 30, 2024 was $56.8 million.
We have a history of operating losses during prior periods, although we recorded net income for the years ended November 30, 2025, and November 30, 2024. However, we have recorded net losses during prior fiscal years. Our accumulated deficit at November 30, 2025, was $47.1 million.
Our suppliers may pass down such increased costs by raising the price of goods.
Our suppliers may pass down such increased costs by raising the price of goods. While we cannot predict the impact of future climate-related laws and regulations on our operations, such laws could increase costs for us and our suppliers.
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We have a limited operating history on which you can evaluate our business. Although our corporate entity has existed since 2005, we have only been manufacturing and selling the Byrna launchers, our largest source of revenue, since April 2019.
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Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the heading “ Risk Factors ” and should be carefully considered, together with other information in this Report and our other filings with the SEC before making an investment decision regarding our common stock . ● We have a limited operating history on which you can evaluate our business. ● We have a history of operating losses during prior periods and we cannot guarantee that we will be able to sustain profitability. ● If we are unable to successfully implement our business plan for the sale of our products, our revenue growth could be slower than we expect and our business, operating results and financial condition could be adversely affected. ● We may not be able to effectively manage our future growth. ● Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop.
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If customers or potential customers are unhappy with these changes, they may decrease or end their engagement on our website, or reduce or stop purchasing our products or services.
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In addition, our products may be used or alleged to be misused in high-profile incidents involving civilians or law enforcement personnel. Even where such use is lawful or consistent with our product guidelines, these incidents may attract significant media attention, public criticism, or political scrutiny.
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Our dependence on a limited number of third parties for these services leaves us vulnerable due to our need to secure these parties’ services on favorable terms.
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Such events could lead to calls for increased regulation or bans on our products, loss of consumer or institutional trust, termination of distribution relationships, increased litigation risk, or damage to our brand and reputation, any of which could materially adversely affect our business.
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Climate change is also resulting in extreme rainfall variability and droughts in areas in South Africa which may impact the availability of clean water, cause erosion of transportation routes and effect the health of our employees, each of which could have negative impacts on our operations and could require capital investments to protect their health and maintain safe working conditions.
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In addition, many of these platforms rely on automated systems, algorithms, or discretionary enforcement practices that may deprioritize, restrict, or remove our content without notice or clear explanation. We often have limited ability to appeal or reverse such decisions.
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Further, while we do not anticipate our production facilities being directly affected by existing and future climate change laws, it is impossible to predict whether future laws may negatively impact our operations and we do anticipate them affecting the operations of suppliers of certain of our components and raw materials.
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Changes in platform policies, content moderation standards, or algorithms could occur rapidly and without warning, and could disproportionately impact our ability to reach customers, drive traffic to our e-commerce channels, or maintain brand visibility. The failure to attract and retain key personnel could have an adverse effect on our operating results.
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The costs of compliance with such future regulation could materially impact the prices charged by certain of our suppliers and even whether they stay in business. Consequential increases in costs of components or materials or reduction of suppliers could materially impact our business and cost of operations .
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The loss of the services of one or more of our key personnel could materially and adversely affect our operations. Executive Officer Transition. On January 29, 2026, the Company announced that its Chief Operating Officer notified the Company of his decision to voluntarily depart to pursue another professional opportunity, effective February 17, 2026.
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The departure was not the result of any disagreement with the Company on any matter relating to its operations, policies, or practices. The Company is in the process of transitioning the COO’s responsibilities to other members of senior management while it conducts a search for a permanent replacement.
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Additional information regarding this transition is set forth in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 29, 2026. Leadership Succession and Executive Management Transitions Could Adversely Affect Our Operations. The Company is currently managing and expects to continue managing significant executive leadership transitions.
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Our Chief Operating Officer’s employment will end on February 17, 2026, as previously disclosed in a Current Report on Form 8-K filed on January 29, 2026, and the position has not yet been permanently filled. In addition, the employment agreement of our Chief Executive Officer expires in 2026, and the Company is evaluating its leadership succession plans.
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If we are not successful in recruiting, onboarding and retaining qualified executive leadership, or if we fail to manage these transitions effectively, we could experience operational disruption, delays in executing our strategic initiatives, loss of institutional knowledge, adverse impacts on employee retention and engagement, and negative perceptions among customers, suppliers and investors.
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Such delays may take weeks or months to resolve and may result in increased costs as well as production and product fulfillment delays. In addition, in some cases, parts obsolescence may require a product re-design to ensure quality replacement components.
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Any such incident could go undetected for a period of time and could result in regulatory investigations, mandatory disclosures, private litigation, disruption of operations, loss of data, or significant remediation and response costs. Any of these outcomes could materially adversely affect our business, financial condition, and results of operations.
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Concerns about political trends, as well as firearm-related incidents, incidents involving less lethal weapons including pepper spray and chemical irritant rounds, and social reaction thereto, and legislature and policy shifts resulting from elections can affect the demand for our products.
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Our products are relatively new and may be subject to certain laws and regulations, including those related to CO2 powered launchers, “pepper spray” or “tear gas” devices, and future legislation or regulation.
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Any disruption of the businesses of our suppliers, manufacturers or dealers would likely impact our sales and operating results.

Item 2. Properties

Properties — owned and leased real estate

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ITEM 2. PROPERTIES Our corporate headquarters is located at 100 Burtt Road, Suite 115, Andover, MA. We also have a manufacturing and distribution center located at 2033 Kelsey Court, Fort Wayne, IN.
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ITEM 2. PROPERTIES The Company leases all of its facilities, including its corporate headquarters, manufacturing facilities, office space, warehouse space, and retail store locations. Our corporate headquarters is located in Andover, Massachusetts. We operate two manufacturing facilities in Fort Wayne, Indiana, which support all active production operations.
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We also have properties located in Pretoria, South Africa where we manufacture some of our products, and Las Vegas, Nevada which houses a sales and marketing center as well as a retail store. All of our properties are leased.
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The Company also leases multiple retail and office locations across the United States, including sites in Nevada, New Hampshire, Arizona, Tennessee, and California, which support our sales, marketing, and direct‑to‑consumer retail activities.
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The Company previously leased a facility in Pretoria, South Africa; manufacturing operations at that location ceased during the third quarter of 2025, and the lease expired in December 2025 and was not renewed. All of the Company’s facilities are leased, and we believe that our existing properties are suitable and adequate for our current operational needs.
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Additional information regarding the Company’s lease commitments is included in Note 17 – Leases to the consolidated financial statements.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe Stock Buyback Program will expire on the sooner of the two-year anniversary of its initiation or until we reach the aggregate limit of $10 million for the repurchases under the program. See Note 14, "Stockholders’ Equity—Stock Buyback Plan", in the Notes to Consolidated Financial Statements included in Item 8 of this Report for further discussion.
Biggest changeThe Stock Buyback Program is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. The Stock Buyback Program will expire on the sooner of the two-year anniversary of its initiation or until we reach the aggregate limit of $10 million for the repurchases under the program.
All shares of common stock rank equally as to voting and all other matters. Holders On February 1, 2025, there were 58 holders of record of our common stock. Dividends We have not paid any cash dividends on our common shares to date and do not currently intend to pay cash dividends.
All shares of common stock rank equally as to voting and all other matters. Holders On February 1, 2026, there were approximately 74 holders of record of our common stock. Dividends We have not paid any cash dividends on our common shares to date and do not currently intend to pay cash dividends.
MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded in the United States on the Nasdaq Capital Market under symbol "BYRN" and in Canada on the Canadian Securities Exchange (“CSE”) under the symbol “BYRN.” The holders of our common stock are entitled to one vote per share on any matter to be voted upon by the stockholders.
ITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is traded in the United States on the Nasdaq Capital Market under symbol "BYRN". The holders of our common stock are entitled to one vote per share on any matter to be voted upon by the stockholders.
On July 31, 2024, our Board of Directors approved a plan to buy back up to $10 million worth of shares of our common stock (the “Stock Buyback Program”). The Stock Buyback Program is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards.
In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Stock Repurchases On July 31, 2024, our Board of Directors approved a plan to repurchase up to $10 million worth of shares of our common stock (the “Stock Buyback Program”).
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In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Stock Repurchases In March 2024, 21,905 units were repurchased by the Company for $0.3 million for shares withheld to pay the payroll tax liability of vesting RSUs and treated as treasury stock.
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See Note 14, "Stockholders’ Equity—Stock Buyback Plan", in the Notes to Consolidated Financial Statements included in Item 8 of this Report for further discussion. During the three months ended November 30, 2025, we repurchased 60,534 shares of common stock for $1.05 million.
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The following table summarizes repurchases made during the fiscal year ended November 30, 2024: Number of Average Cost Shares Cost of Shares per Share Shares purchased - March 2024 21,905 $ 253,003 $ 11.6 Shares purchased - August 2024 291,141 2,994,296 10.3 Shares purchased - September 2024 506 5,695 11.3 Shares purchased - October 2024 35,678 499,997 14.0 Total 349,230 $ 3,752,991 $ 10.7 ITEM 6. [RESERVED] 15
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The following table summarizes repurchases made during the three months ended November 30, 2025: Number of Shares Average Cost per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs September 2025 — - — $ 6,445,000 October 2025 — - — $ 6,445,000 November 2025 60,534 17.3 60,534 $ 5,398,000 Total 64,461 $ 17.1 60,534 ITEM 6. [RESERVED] 15

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThese include stock-based compensation expense of $3.4 million during the fiscal year ended November 30, 2024 compared to $5.4 million for the fiscal year ended November 30, 2023; operating lease costs of $0.8 million during the fiscal year ended November 30, 2024 compared to $0.7 million for the fiscal year ended November 30, 2023; depreciation and amortization of $1.5 million during the fiscal year ended November 30, 2024 compared to $1.3 million during the fiscal year ended November 30, 2023; recovery of allowance for credit losses of $0.2 million during the fiscal year ended November 30, 2024 compared to provision for allowance for credit losses of $0.5 million for the fiscal year ended November 30, 2023; recovery of provision for inventory of $0.2 million during the fiscal year ended November 30, 2024 compared to provision for allowance for inventory of $0.5 million for the fiscal year ended November 30, 2023; and loss from joint venture of less than $0.1 million during the fiscal year ended November 30, 2024 compared to $0.6 million for the fiscal year ended November 30, 2023.
Biggest changeThese include stock-based compensation expense of $3.1 million during the fiscal year ended November 30, 2025 compared to $3.4 million for the fiscal year ended November 30, 2024; operating lease costs of $0.7 million during the fiscal year ended November 30, 2025 compared to $0.8 million for the fiscal year ended November 30, 2024; depreciation and amortization of $2.1 million during the fiscal year ended November 30, 2025 compared to $1.5 million during the fiscal year ended November 30, 2024; loss on disposal of fixed assets of $2.3 million during the fiscal year ended November 30, 2025 compared to zero for the fiscal year ended November 30, 2024; In addition to the non‑cash activities mentioned above, we recognized a decrease in its deferred tax asset of $1.7 million during the fiscal year ended November 30, 2025, compared to an increase of $5.8 million during the fiscal year ended November 30, 2024.
Non-GAAP Adjusted EBITDA Non-GAAP Adjusted EBITDA is defined as net income (loss) as reported in our consolidated statements of operations and comprehensive income (loss) excluding the impact of (i) depreciation and amortization; (ii) income tax provision (benefit); (iii) interest (income) expense; (iv) stock-based compensation expense; (v) severance/separation expense; (vi) other income; and (vii) other financing expenses.
Non-GAAP Adjusted EBITDA Non-GAAP Adjusted EBITDA is defined as net income as reported in our consolidated statements of operations and comprehensive income excluding the impact of (i) depreciation and amortization; (ii) income tax provision (benefit); (iii) interest (income) expense; (iv) stock-based compensation expense; (v) severance/separation expense; (vi) other income; and (vii) other financing expenses.
This allows customers to return defective products for repair or replacement within one year of sale. The Company also sells an extended warranty for the same terms over three years. The extended 3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty.
This allows customers to return defective products for repair or replacement within one year of sale. The Company also sells an extended warranty for the same terms over three years. The extended three‑year warranty can be purchased separately from the product and therefore must be classified as a service warranty.
On August 19, 2024 we sold our 51% ownership interest to Fusady S.A. for $1 (the “LATAM Share Purchase Agreement”), and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”).
On August 19, 2024, we sold our 51% ownership interest to Fusady S.A. for $1 pursuant to the LATAM Share Purchase Agreement and entered into an exclusive distribution, manufacturing, and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”).
Stock-based compensation is classified in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur.
Stock-based compensation is classified in the accompanying Consolidated Statements of Operations and Comprehensive Income based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income. Forfeitures are accounted for as they occur.
Shipping and handling costs associated with the distribution of finished products to customers, are recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and are recognized when the product is shipped to the customer.
Shipping and handling costs associated with the distribution of finished products to customers are recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income and are recognized when the product is shipped to the customer.
In addition, other companies may use other non-GAAP measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measures as tools for comparison.
In addition, other companies may use other non-GAAP measures to evaluate their performance, or may calculate non-GAAP measures differently, all of which could reduce the usefulness of our non-GAAP financial measure as tools for comparison.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from November 30, 2020 to the present.
The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company’s tax years are still open under statute from November 30, 2021 to the present.
Accordingly, we believe that these non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.
Accordingly, we believe that this non-GAAP financial measures reflect our ongoing business in a manner that allows for meaningful comparisons and analysis of trends in the business and provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects.
See Note 17, “Leases”, in the Notes to Consolidated Financial Statements included in Item 8 of this Report for further discussion. 16 OFF-BALANCE SHEET ARRANGEMENTS The Company had no off-balance sheet arrangements as of November 30, 2024 and 2023.
See Note 17, “Leases”, in the Notes to Consolidated Financial Statements included in Item 8 of this Report for further discussion. 16 OFF-BALANCE SHEET ARRANGEMENTS The Company had no off-balance sheet arrangements as of November 30, 2025 and 2024.
Deferred tax assets are recognized to the extent the Company believes these assets are more likely than not to be realized. As of November 30, 2024, the Company has evaluated the available evidence regarding the realization of its deferred tax assets in different jurisdictions.
Deferred tax assets are recognized to the extent the Company believes these assets are more likely than not to be realized. As of November 30, 2025, the Company has evaluated the available evidence regarding the realization of its deferred tax assets in different jurisdictions.
Management uses these non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance.
Management uses this non-GAAP financial measures, in addition to GAAP financial measures, to understand and compare operating results across accounting periods, for financial and operational decision making, for planning and forecasting purposes and to evaluate our financial performance.
Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods.
Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to the goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control occurs upon shipment of goods to or upon the customer’s pickup of the goods.
These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2024 and 2023, the Company has not recorded any uncertain tax positions in our consolidated financial statements.
These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2025 and 2024, the Company has not recorded any uncertain tax positions in its consolidated financial statements.
The fiscal year ended November 30, 2024 amount was primarily due to tax payments of $0.9 million related to payroll taxes withheld on the vesting of restricted stock units, $0.1 million received in proceeds from stock option exercises and payments of $3.8 million for repurchases of common stock, compared to tax payments of $0.5 million related to payroll taxes withheld on the vesting of restricted stock units and $0.1 million received from proceeds associated with the sale of common stock during the fiscal year ended November 30, 2023.
The fiscal year ended November 30, 2025 amount was primarily due to tax payments of $0.5 million related to payroll taxes withheld on the vesting of restricted stock units, $0.3 million received in proceeds from stock option exercises and payments of $1.1 million for repurchases of common stock, compared to tax payments of $0.9 million related to payroll taxes withheld on the vesting of restricted stock units, $0.1 million received in proceeds from stock option exercises and payments of $3.8 million for repurchases of common stock during the fiscal year ended November 30, 2024.
The Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss). As of November 30, 2024 and 2023, no accrued interest or penalties related to income taxes are included in the Consolidated Balance Sheets.
The Company recognizes interest and penalties related to income taxes on the income tax expense line in the Consolidated Statement of Operations and Comprehensive Income. As of November 30, 2025 and 2024, no accrued interest or penalties related to income taxes are included in the Consolidated Balance Sheets.
MATERIAL CASH REQUIREMENTS FROM CONTRACTUAL OBLIGATIONS Leases As of November 30, 2024, we reported current and long-term operating lease liabilities of $0.5 million and $2.1 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. All leases are for real estate.
MATERIAL CASH REQUIREMENTS FROM CONTRACTUAL OBLIGATIONS Leases As of November 30, 2025, we reported current and long-term operating lease liabilities of $0.7 million and $1.6 million, respectively. These balances represent our contractual obligation to make future payments on our leases, discounted to reflect our cost of borrowing. All leases are for real estate.
These non-GAAP financial measures do not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.
This non-GAAP financial measures does not replace the presentation of our GAAP financial results and should only be used as a supplement to, not as a substitute for, our financial results presented in accordance with GAAP.
Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during the second and third year after sale. The Company recognizes an estimated returns and discounts allowance based on its analysis of historical experience, and an evaluation of current market conditions.
Therefore, the Company records billings for these transactions as deferred revenue, to be recognized on a straight‑line basis during the second and third years after sale. The Company recognizes an estimated returns and discounts allowance based on its analysis of historical experience and an evaluation of current market conditions.
The Company sells to dealers and retailers for whom there is no money back guarantee but who may request a return or credit for unforeseen reasons or who may have agreed discounts or allowances to be netted from amounts invoiced.
The Company sells to dealers and retailers for whom there is no money‑back guarantee, but who may request a return or credit for unforeseen reasons or who may have contractually agreed‑upon discounts, marketing allowances, cooperative advertising programs, or other consideration to be netted from invoiced amounts.
Goodwill Goodwill resulting from a business combination is not amortized but is reviewed for impairment annually or more frequently when events or changes in circumstances occur that would more than likely than not reduce the fair value of a reporting unit below its carrying amount.
Goodwill Goodwill resulting from a business combination is not amortized but is reviewed for impairment annually, or more frequently when events or changes in circumstances occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company performs its annual impairment assessment during the fourth quarter of each year.
Accounts receivable increased by $0.2 million during the fiscal year ended November 30, 2024 compared to a decrease of $2.2 million during the fiscal year ended November 30, 2023 due to a significant increase in overall sales.
Accounts receivable increased by $8.0 million during the fiscal year ended November 30, 2025 compared to a decrease of $0.5 million during the fiscal year ended November 30, 2024 due to a significant increase in overall wholesale sales.
Accounts payable and accrued liabilities increased $7.0 million for the fiscal year ended November 30, 2024 compared to an increase of $0.6 million for the fiscal year ended November 30, 2023. Deferred revenue decreased $0.1 million during the fiscal year ended November 30, 2024 compared to a decrease of $0.4 million during the fiscal year ended November 30, 2023.
Accounts payable and accrued liabilities increased $2.8 million for the fiscal year ended November 30, 2025 compared to an increase of $7.0 million for the fiscal year ended November 30, 2024. Deferred revenue decreased $1.3 million during the fiscal year ended November 30, 2025 compared to a decrease of $0.1 million during the fiscal year ended November 30, 2024.
Significant changes in noncash and working capital activity are as follows: Our non-cash activity adds back several non-cash items to net loss to calculate cash provided by operations during the fiscal year ended November 30, 2024.
Significant changes in noncash and working capital activity are described below. Our non-cash activity adds back several non-cash items to net income to calculate cash provided by operations during the fiscal year ended November 30, 2025.
As a result, the Company has released its US valuation allowance as of November 30, 2024. Conversely, in South Africa, the Company has determined that it is more-likely-than-not that it will not realize its net deferred tax assets. This determination is based on a cumulative three-year loss position through November 30, 2024, and the forecasted closure of operations in FY2025.
Conversely, in South Africa, the Company has determined that it is more-likely-than-not that it will not realize its net deferred tax assets. This determination is based on a cumulative three-year loss position through November 30, 2025, and the closure of manufacturing operations in 2025.
Income Tax Provision (Benefit) Our effective income tax rate was (80.31)% for the year ended November 30, 2024 compared to an effective income tax rate of 2.06% for the year ended November 30, 2023.
Income Tax Provision (Benefit) Our effective income tax rate was 17.49% for the year ended November 30, 2025, compared to an effective income tax rate of (80.31)% for the year ended November 30, 2024.
Our income tax benefit was $5.7 million for the fiscal year ended November 30, 2024 compared to an income tax provision of $0.2 million for the fiscal year ended November 30, 2023.
Our income tax expense was $2.1 million for the fiscal year ended November 30, 2025 compared to an income tax benefit of $5.7 million for the fiscal year ended November 30, 2024.
The Company also provides to its e-commerce consumers a 14-day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 14 days from the date of delivery. The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints.
The Company also provides its e‑commerce consumers a 14‑day money‑back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within 14 days from the date of delivery. This right of return creates a variable component to the transaction price and must be evaluated for possible constraints. The Company estimates returns using the expected‑value method.
Non-GAAP Financial Measures In addition to providing financial measurements based on generally accepted accounting principles in the United States (GAAP), we provide the following additional financial metrics that are not prepared in accordance with GAAP (non-GAAP): non-GAAP adjusted EBITDA.
Non-GAAP Financial Measures In addition to providing financial measurements based on generally accepted accounting principles in the United States (GAAP), we provide non-GAAP adjusted EBITDA, which is a financial metric that is not prepared in accordance with GAAP.
In the United States, the Company has concluded that it is more-likely-than-not that it will realize its net deferred tax assets. This conclusion is based on net income in 2024, projected cumulative three-year income through November 30, 2025, and the expectation of continued profitability due to increased product sales.
In the United States, the Company has concluded that it is more-likely-than-not that it will realize its net deferred tax assets. This conclusion is based on net income in 2025 and the expectation of continued profitability due to increased product sales. As a result, the Company released its US valuation allowance as of November 30, 2024.
The LATAM Licensing Agreement allows Byrna LATAM to exclusively manufacture the Byrna SD launcher and ammunition in certain South American countries and requires Byrna LATAM to pay us a royalty on Byrna products manufactured. The LATAM Share Purchase Agreement also includes put and call rights based on defined triggers that expire August 19, 2029.
Under this agreement, Byrna LATAM is authorized to exclusively manufacture the Byrna SD launcher and ammunition in certain South American countries and is required to pay us royalties on Byrna products manufactured. The LATAM Share Purchase Agreement also includes put and call rights based on defined triggers that expire on August 19, 2029.
Reconciliation of non-GAAP Adjusted EBITDA to net loss, the most directly comparable GAAP measure, is as follows (in thousands): For the Year Ended November 30, 2024 2023 Net income (loss) $ 12,792 $ (8,192 ) Adjustments: Interest income, net (1,024 ) (693 ) Income tax provision (5,708 ) 165 Depreciation and amortization 1,491 1,262 NON-GAAP EBITDA 7,551 (7,458 ) Stock-based compensation 3,403 5,375 Severance/Recruitment costs 524 82 NON-GAAP adjusted EBITDA $ 11,478 $ (2,001 ) LIQUIDITY AND CAPITAL RESOURCES Cash Flow Summary Cash and cash equivalents as of November 30, 2024 totaled $16.8 million, a decrease of approximately $3.7 million from $20.5 million of cash as of November 30, 2023.
Reconciliation of non-GAAP Adjusted EBITDA to net income, the most directly comparable GAAP measure, is as follows (in thousands): For the Year Ended November 30, 2025 2024 Net income $ 9,687 $ 12,792 Adjustments: Interest income, net (410 ) (1,024 ) Income tax provision 2,054 (5,708 ) Depreciation and amortization 2,117 1,491 NON-GAAP EBITDA 13,448 7,551 Stock-based compensation 3,071 3,403 Severance/Recruitment costs 291 524 NON-GAAP adjusted EBITDA $ 16,810 $ 11,478 LIQUIDITY AND CAPITAL RESOURCES Cash Flow Summary Cash and cash equivalents as of November 30, 2025, totaled $13.7 million, a decrease of approximately $3.1 million from $16.8 million of cash as of November 30, 2024.
Total variable selling expenses increased by $3.7 million from $4.1 million in fiscal year 2023 to $7.8 million for fiscal year 2024. Professional fees increased by $0.9 million from $1.1 million in fiscal year 2023 to $2.0 million for fiscal year 2024.
Variable selling expenses increased by $3.6 million, from $7.8 million in fiscal year 2024 to $11.4 million in fiscal year 2025. Professional fees increased by $0.1 million, from $2.0 million in fiscal year 2024 to $2.1 million in fiscal year 2025.
Cost is determined on a standard cost basis that approximates the first-in, first-out (FIFO) method. Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs. The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value.
Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs. The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value.
Therefore, a full valuation allowance remains on the deferred tax assets in South Africa as of November 30, 2024. The Company will continue to monitor its cumulative loss position and forecasted income on a quarterly basis, particularly focusing on the US operations, where a cumulative 12-quarter profit position is projected for FY2025.
Therefore, a full valuation allowance remains on the deferred tax assets in South Africa as of November 30, 2025 and 2024. The Company will continue to monitor its forecasted income on a quarterly basis, particularly focusing on the US operations.
At November 30, 2024, the Company determined that there was no impairment of goodwill. Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options and restricted stock units.
Stock-Based Compensation The Company accounts for all stock-based payment awards granted to employees and non-employees as stock-based compensation expense at their grant date fair value. The Company’s stock-based payments include stock options and restricted stock units.
Profit from Operations The increase in revenue, off-set by the increase in operating expenses resulted in an increase of $14.5 million in profit from operations of $6.7 million in the fiscal year ended November 30, 2024 as compared to a loss from operations of $7.8 million in the fiscal year ended November 30, 2023.
Profit from Operations The increase in revenue, off-set by the increase in operating expenses resulted in an increase of $5.1 million in profit from operations of $11.8 million in fiscal year 2025, compared to a profit from operations of $6.7 million in fiscal year 2024.
Some of the numbers included herein have been rounded for the convenience of presentation. OVERVIEW Byrna Technologies Inc. is a designer, manufacturer, retailer and distributor of innovative technological solutions for security situations that do not require the use of lethal force.
Some of the numbers included herein have been rounded for the convenience of presentation. OVERVIEW Byrna Technologies Inc. designs, manufactures, retails, and distributes less‑lethal personal security solutions intended for situations that do not require the use of lethal force.
We believe that the following are the more critical judgmental areas in the application of our accounting policies that currently affect our financial position and results of operations: Revenue Recognition Product Sales The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as retail stores, security companies and law enforcement agencies, and through e-commerce portals to consumers.
Revenue Recognition Product Sales The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end‑users such as retail stores, security companies, and law enforcement agencies, and through e‑commerce portals to consumers.
Financing Activities Cash flows used in financing activities was $4.6 million during the fiscal year ended November 30, 2024 compared to $0.4 million during the fiscal year ended November 30, 2023.
Investing Activities Cash flows used in investing activities was $0.5 million for the fiscal year ended November 30, 2025, compared to $11.2 million of cash used during the fiscal year ended November 30, 2024.
Operating Activities Cash provided by operating activities was $11.7 million for the fiscal year ended November 30, 2024, compared to $3.9 million cash provided by operating activities for the fiscal year ended November 30, 2023.
Operating Activities Cash used in operating activities was $1.6 million for the fiscal year ended November 30, 2025, compared to cash provided by operations of $11.7 million for the fiscal year ended November 30, 2024. Net income was $9.7 million for the fiscal year ended November 30, 2025, compared to $12.8 million for the fiscal year ended November 30, 2024.
Interest Income/Expense Interest income for the fiscal year ended November 30, 2024 was $1.0 million compared to $0.7 million for the fiscal year ended November 30, 2023. The increase in interest income is primarily due to higher interest rates on the Company's cash and cash equivalents and marketable securities.
Interest Income/Expense Interest income for the fiscal year ended November 30, 2025 was $0.4 million compared to $1.0 million for the fiscal year ended November 30, 2024. The decrease in interest income is primarily due to a decrease in the amount of interest-earning funds held in cash and cash equivalents, marketable securities, and accrued interest receivable on loan receivable.
Prepaid expenses and other current assets increased by $1.1 million for the fiscal year ended November 30, 2024 compared to a decrease of $0.2 million for the fiscal year ended November 30, 2023. Investing Activities During the fiscal year ended November 30, 2024, $11.2 million was used for investing activities.
Prepaid expenses and other current assets increased by $1.7 million for the fiscal year ended November 30, 2025 compared to an increase of $1.8 million for the fiscal year ended November 30, 2024.
The Company reserves for returns, discounts and allowances based on past performance and on agreement terms and reports revenue net of the estimated reserve. The Company's reserve for returns, discounts, and allowances for the fiscal years ended November 30, 2024 and 2023 were immaterial.
The Company estimates and reserves for returns, discounts, marketing allowances, and other customer incentives based on historical experience, current contractual terms, and expectations of future activity, and reports revenue net of the estimated reserve. The reserve for returns, discounts, marketing allowances, and other customer incentives for the fiscal years ended November 30, 2025 and November 30, 2024 was immaterial.
Gross Profit Gross profit is calculated as total revenue less cost of goods sold, and gross margin is calculated as gross profit divided by total revenue. Included as cost of goods sold are costs associated with the production and procurement of products, such as inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs.
Included in cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs. Royalty Revenue The Royalty revenue is recognized under licensing arrangements based on the total number of units manufactured by the licensee, to the extent collectability is probable.
Marketing expenditures increased $7.8 million from $4.6 million for fiscal year 2023 to $12.4 million in fiscal year 2024 Total employee compensation costs increased $1.9 million from $15.9 million for fiscal year 2023 to $17.8 million in fiscal year 2024.
The $13.5 million increase was primarily driven by higher marketing expenditures, personnel‑related costs, and variable selling expenses. Marketing expenditures increased by $5.5 million, from $12.4 million in fiscal year 2024 to $17.9 million in fiscal year 2025. Total employee compensation costs decreased by $0.7 million, from $17.8 million in fiscal year 2024 to $17.1 million in fiscal year 2025.
The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts. The Company’s returns under the 14-day money back guarantee for the year ended November 30, 2024 and November 30, 2023 were immaterial.
The Company’s returns under the 14‑day money‑back guarantee for the fiscal years ended November 30, 2025 and November 30, 2024 were immaterial.
Due to the increase in revenue during the fiscal year, the increase in operating expenses offset with the increase in gross profit led to a profit from operations of $6.7 million for the fiscal year November 30, 2024 as compared to a loss from operations of $7.8 million for the fiscal year ended November 30, 2023.
Operating expenses increased due to higher marketing expenditures, personnel‑related costs, and professional fees. Although revenue growth resulted in higher gross profit, the increase in operating expenses partially offset these gains, resulting in profit from operations of $11.8 million for fiscal year 2025, compared to an operating profit of $6.7 million for fiscal year 2024.
Cost of Goods Sold Cost of goods sold was $33.0 million in the fiscal year ended November 30, 2024 compared to $19.0 million in the fiscal year ended November 30, 2023. This $14.0 million increase is primarily due to the increase in sales volume.
Cost of Goods Sold Cost of goods sold was $46.7 million for fiscal year 2025, compared to $33.0 million in fiscal year 2024. The $13.7 million increase was driven primarily by higher sales volume. Cost of goods sold attributable to Direct‑to‑Consumer (“DTC”) was $26.5 million in fiscal year 2025, compared to $22.9 million in fiscal year 2024.
We believe that the United States, along with many other parts of the world, is experiencing a significant spike in the demand for less-lethal products and that the less-lethal market will be one of the faster growing segments of the security market over the next decade.
We believe demand for less‑lethal products in the United States and globally continues to rise and that this category will remain a growing segment of the broader security market.
Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs. Inventory Valuation Inventories, which are principally comprised of raw materials and finished goods, are stated at the lower of cost or net realizable value.
Included as cost of goods sold are costs associated with the production and procurement of products, such as inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs. Gross profit was $71.5 million, or 60.5% of net revenue, for fiscal year 2025, compared to $52.8 million, or 61.5%, in the prior year.
The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, referred to as a component. The Company’s operations constitute a single reporting unit and goodwill is assessed for impairment at the Company as a whole.
Goodwill is assessed for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment (a component). As of November 30, 2025, the Company’s consolidated goodwill balance was $2.3 million. Based on the Company’s annual assessment performed during the fourth quarter of fiscal year 2025, no impairment of goodwill was identified.
During the fiscal year ended November 30, 2024, our cost and liquidity management was reflected in the generation of cash for working capital needs. Inventory increased $5.9 million during the fiscal year ended November 30, 2024 compared to a decrease of $0.5 million during the fiscal year ended November 30, 2023.
Loan receivable decreased by $0.6 million for the fiscal year ended November 30, 2025 compared to a decrease of $0.5 million for the fiscal year ended November 30, 2024. Operating lease liabilities decreased by $0.5 million during the fiscal year ended November 30, 2025 compared to a decrease of $0.7 million for the fiscal year ended November 30, 2024.
Direct sales via our website increased by $26.7 million from $24.6 million for the fiscal year ended November 30, 2023 to $51.3 million for the fiscal year ended November 30, 2024. Sales via Amazon increased from $6.4 million during the fiscal year ended November 30, 2023 to $14.5 million for the fiscal year ended November 30, 2024.
Property and equipment increased by $7.6 million during the fiscal year ended November 30, 2025, compared to an increase of $2.3 million during the fiscal year ended November 30, 2024.
RESULTS OF OPERATIONS Revenue of $85.8 million during the fiscal year ended November 30, 2024 was $43.2 million higher than prior year revenue of $42.6 mainly due to an increase in e-commerce sales of $34.9 million.
RESULTS OF OPERATIONS Revenue of $118.1 million for the fiscal year ended November 30, 2025 increased $32.3 million, or 37.7%, compared to $85.8 million in the prior fiscal year. The increase was primarily driven by higher wholesale dealer and distributor sales, which increased by $21.6 million, as well as continued growth in direct‑to‑consumer e‑commerce sales.
Gross profit was $52.8 million for the fiscal year ended November 30, 2024, or 61.5% of net revenue, as compared to gross profit of $23.6 million, or 55.5% of net revenue, in the prior year.
Net revenue for the year ended November 30, 2025 was $118.1 million, an increase of $32.3 million, or 37.7%, compared to $85.8 million in the prior year. Direct‑to‑consumer revenue, including sales through Amazon and our website, increased by $10.7 million, or 16.3%, from $65.9 million in fiscal year 2024 to $76.6 million in fiscal year 2025.
The majority of revenue continues to be in high margin direct online sales via Amazon and our own website, as these e-commerce sales accounted for 76.8% of total net revenue in the current fiscal year and 72.6% of total revenue in the prior fiscal year.
E‑commerce transactions through Amazon and our website remained the largest revenue contributor, accounting for 64.8% of total net revenue for fiscal year 2025 compared to 76.8% in fiscal year 2024. We also achieved growth in our dealer channel and experienced increased sales in Canada. Gross margin declined by 1.0% compared to the prior year.
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Our mantra is Live Safe , and our core mission is to empower individuals to safely and fully engage in life and adventure. Our design team’s directive is to build easy-to-use self-defense tools to enhance the safety of our customers and their loved ones at home and outdoors.
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Our mission is to empower individuals to protect themselves and others, and our product strategy emphasizes ease of use, effectiveness, and reliability in both consumer and professional safety environments. We also develop tools intended to serve as alternatives to traditional firearms for law enforcement and private security customers, with the goal of reducing firearm‑related incidents and supporting de‑escalation practices.
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We are also focused on developing tools that can be used instead of firearms by professional law enforcement and private security customers to reduce shootings and facilitate trust between police and the communities they seek to serve.
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Our strategy includes positioning Byrna® as a consumer lifestyle brand associated with personal confidence and safety, while expanding our product portfolio to broaden market reach and drive sales growth from both new and existing customers.
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Our strategy is to establish Byrna® as a consumer lifestyle brand associated with the confidence people can achieve by knowing they can protect themselves, their loved ones and those around them.
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We plan to meet this demand by manufacturing and distributing our Byrna SD, Byrna LE, and most recently our Byrna CL launchers, along with continued expansion of our accessory and ammunition offerings. On January 10, 2023, we acquired a 51% ownership interest in Byrna LATAM S.A.
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We believe we have a significant opportunity to leverage the Byrna brand to expand our product line, broaden our user base and generate increasing sales from new and existing customers.
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(“Byrna LATAM”), a corporate joint venture formed to expand our operations and presence in South American markets, for $0.5 million. We accounted for this investment using the equity method because we did not have voting control or substantive participating rights that would give us control over Byrna LATAM.
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We plan to respond to this demand for less-lethal products through the production and distribution of the Byrna SD and expansion of the Byrna product line. On January 10, 2023, we created a new joint venture ("Byrna LATAM") with Fusady S.A., an affiliate of Bersa S.A. (“Fusady”) located in Uruguay, to expand our operations and presence in South American markets.
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Beginning in fiscal 2024 and continuing through fiscal 2025, we expanded our go‑to‑market strategy beyond our historical e‑commerce focus by adopting a broader omnichannel distribution model. These initiatives included the commercial launch of the Byrna CL, expansion of the Byrna LE and LE PRO platforms, the opening of Byrna‑branded retail locations, and onboarding national retail partners such as Sportsman’s Warehouse.
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We held 51% of the stock in Byrna LATAM, and the remaining 49% of stock in Byrna LATAM was held by Fusady. Under the terms of the joint venture, we did not control the Byrna LATAM.
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In addition, we implemented an AI‑driven advertising engine and expanded our influencer‑based marketing program, both of which contributed to improved customer‑acquisition efficiency and increased brand reach.
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In addition, we experienced growth in our dealer sales channel as well as sales into Canada. Sales of Fox Labs branded products, which the Company acquired at the end of the second quarter of 2022, continued to increase during the fiscal year ended November 30, 2024. We increased gross margin profitability by 6.1% as compared with the prior year.
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Beginning in fiscal 2025, we also reorganized our operations into two reportable sales channels, Direct‑to‑Consumer (“DTC”) and Wholesale (dealer/distributor), to align with our expanded omnichannel strategy, the opening of Company‑operated retail stores, and increased penetration into national retail chains and international distributors.
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With the increase in revenues, we have increased marketing spend, personnel costs, and professional fees.
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Gross margin declined primarily due to a higher proportion of Wholesale and Retail revenue, which are lower‑margin channels, partially offset by improved cost absorption in manufacturing and lower per‑unit freight costs. Year ended November 30, 2025, as compared to year ended November 30, 2024: Net Revenue We present revenue net of returns, allowances, and discounts.
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Year ended November 30, 2024, as compared to year ended November 30, 2023: Net Revenue Revenues were $85.8 million for the year ended November 30, 2024 which represents an increase of $43.2 million or 101.1% compared to the prior year period revenues of $42.6 million.
Added
Domestic dealer and retail sales increased by $14.0 million, or 108.4%, from $12.9 million in fiscal year 2024 to $26.9 million in fiscal year 2025. International revenue, including Canada, increased from $6.8 million to $12.1 million year‑over‑year. We recognized $1.6 million in royalty revenue related to the LATAM Licensing Agreement during fiscal year 2025.
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The increase was primarily due to e-commerce sales that increased by 112.8% or $34.9 million from $30.9 million during the fiscal year ended November 30, 2023 to $65.9 million for the fiscal year ended November 30, 2024.
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Segment Results Direct‑to‑Consumer (DTC) DTC revenue increased to $76.6 million in fiscal year 2025, driven by increased web sessions and expanded consumer reach, expanded digital‑marketing initiatives, enhanced influencer partnerships, and the launch of new Byrna‑operated retail locations. These efforts increased overall brand visibility and market reach.
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Sales to domestic dealers/distributors, in combination with sales to security companies and law enforcement agencies increased by 48.3% from $8.7 million during November 30, 2023 to $12.9 million for the fiscal year ended November 30, 2024.
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Wholesale (Dealer/Distributor) Wholesale revenue increased to $41.5 million in fiscal year 2025, reflecting (i) expanded relationships with national and regional retailers, (ii) enhanced engagement with distributors, (iii) increased law‑enforcement interest, and (iv) the first year of royalty revenue under the LATAM Licensing Agreement.
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In addition, sales of pepper spray from Fox Labs, which we acquired on May 25, 2022, increased to $1.7 million for the fiscal year ended November 30, 2024 compared to $1.1 million during the fiscal year ended November 30, 2023.

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