Amendment to Current Report (Form 8-K/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2026

BYRNA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

100 Burtt Road, Suite 115

Andover, MA 01810

(Address and Zip Code of principal executive offices)

(978) 868-5011

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

This Amendment No. 1 on Form 8-K/A (this "Amendment") amends and supplements the Current Report on Form 8-K of Byrna Technologies Inc. (the "Company") filed with the Securities and Exchange Commission on June 15, 2026 (the "Original Report"), which reported, among other things, the termination of the employment of Luan Pham as President of the Company, effective June 13, 2026, and the appointment of Conn Davis, the Company's Chief Executive Officer, to additionally serve as President of the Company. As contemplated by the Original Report, the Company is filing this Amendment solely to report its entry into a separation agreement with Mr. Pham, to describe the material terms thereof, and to file the separation agreement as an exhibit hereto. Except as described in this Amendment, no other changes are made to the Original Report, and this Amendment does not otherwise modify or update any disclosure contained in the Original Report.

As previously reported in the Original Report, on June 13, 2026, the employment of Luan Pham as President of the Company terminated without cause (the "Separation Date"). The Original Report stated that the Company expected to enter into a separation agreement with Mr. Pham and that, if and when such agreement was entered into, its material terms would be described in an amendment to the Original Report.

On June 17, 2026, the Company and Mr. Pham entered into a Separation Agreement and General Release (the "Separation Agreement"). The Separation Agreement provides for the separation payments and benefits summarized below, which are generally consistent with Mr. Pham's offer letter and the Company's Executive Severance Plan and his participation agreement thereunder. The Company's obligation to provide these payments and benefits is conditioned upon Mr. Pham's execution and non-revocation of the Separation Agreement (which includes a general release of claims by Mr. Pham in favor of the Company and the other released parties) and his continued compliance with the restrictive covenants and other obligations set forth in, or reaffirmed by, the Separation Agreement. The Separation Agreement affords Mr. Pham a seven-day revocation period and, subject to his non-revocation, becomes effective on the eighth day following his execution.

Pursuant to the Separation Agreement, and subject to the conditions described above, the Company has agreed to provide Mr. Pham with the following separation payments and benefits:

All other unvested equity awards held by Mr. Pham were forfeited as of the Separation Date in accordance with their terms. In addition to the general release of claims, the Separation Agreement contains customary provisions, including Mr. Pham's reaffirmation of the post-employment restrictive covenants to which he is subject (including non-competition, non-solicitation, confidentiality, and non-disparagement covenants), as well as mutual non-disparagement, cooperation, and return-of-property provisions.

The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Amendment and is incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.