What the changes say
- The company added executive departure and leadership succession risks as its COO leaves in February 2026 and the CEO agreement expires.
- Financial results improved, showing net income of $12.8 million for 2024 and accumulated deficit decreasing to $47.1 million by November 30, 2025.
- Risk disclosures expanded to cover tariffs with China, Canada, and Mexico, along with platform algorithm restrictions on social media ads.
What changed since the prior 10-K
New
- NewRisks Related to Our Business
Executive Officer Transition
Chief Operating Officer voluntarily departed effective February 17, 2026, forcing senior management to handle temporary transitions during the replacement search.
- NewRisks Related to Our Business
Leadership Succession and Executive Management Transitions Could Adversely Affect Our Operations
The upcoming 2026 expiration of the CEO employment agreement and the open COO position create risks of operational disruption and strategic delays if executive retention fails.
Reworded
- 100% rewritten
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
Heading completely overhauled to address security market technological change, competition, regulations, health and safety risks, and insider influence, replacing previous product defect focus.
- 100% rewritten
Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity
Content shifted entirely from general litigation and product liability claims to focus specifically on tariffs and trade barriers involving China, Canada, and Mexico, plus data privacy laws.
- 100% rewritten
Substantial future sales, or the perception or anticipation of future sales, of shares of our common stock could cause our stock price to decline
Expanded from common stock dilution and registration concerns to include broader public company burdens, executive retention, prevailing wage standards, and general investment loss warnings.
- 83% rewrittenRisks Related to Our Business
We have a history of operating losses during prior periods, and we cannot guarantee that we will be able to sustain profitability
Updated financial figures to include the fiscal year ended November 30, 2025, noting profitability for two consecutive years and an accumulated deficit reduced to $47.1 million.
- 64% rewrittenRisks Related to our Securities
We do not intend to pay dividends on our common stock for the foreseeable future
Appended a reference to potential material impacts from future litigation at the end of the dividend restriction disclosure.
- 60% rewrittenRisks Related to Our Business
We rely on a limited number of third parties for shipping, transportation, logistics, marketing and sales of our products and components. A loss of any such third-party relationship might have a material adverse effect on our operating results
Prepended risks regarding product defects and complex new market products onto the existing third-party logistics and shipping dependence warning.
Was: We rely on a limited number of third parties for shipping, transportation, logistics, marketing and sales of our products and components. A loss of any of such third-party relationships might have a material adverse effect on our operating results
- 59% rewrittenRisks Related to Our Business
Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence
Added specific mention of automated systems, algorithms, and discretionary enforcement practices that deprioritize, restrict, or remove advertising content without notice.
- 50% rewrittenRisks Related to our Securities
Our business is subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information
Updated state-level data breach notification references from explicitly naming 50 states to stating all U.S. states have enacted data breach laws.
- 46% rewrittenRisks Related to our Securities
Climate change and associated changes to laws and regulations may increase our operating costs and adversely affect our business and financial results
- 30% rewrittenRisks Related to Regulation
We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements
- 29% rewrittenRisks Related to Our Business
We depend on the sale of our personal security devices
- 29% rewrittenRisks Related to Our Business
Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop
- 28% rewrittenRisks Related to Our Business
We have a limited operating history on which you can evaluate our business
- 27% rewrittenRisks Related to our Securities
Our business could be harmed if we are unable to accurately forecast our results of operations
- 27% rewrittenRisks Related to Our Business
Our business depends on our ability to prevent or mitigate the effects of a cybersecurity attack
- 22% rewrittenRisks Related to our Securities
We may not maintain qualification for listing on Nasdaq in the future, which may impair your ability to sell your shares
All 55 risk factors
Headings as the filing states them, in filing order.
Other
- 01If 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 liability100% rewritten
- 02Any future litigation could have a material adverse impact on our results of operations, financial condition and liquidity100% rewritten
- 03Substantial future sales, or the perception or anticipation of future sales, of shares of our common stock could cause our stock price to decline100% rewritten
Risks Related to Our Business
- 04We have a limited operating history on which you can evaluate our business28% rewritten
- 05We have a history of operating losses during prior periods, and we cannot guarantee that we will be able to sustain profitability83% rewritten
- 06If 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
- 07We may not be able to effectively manage our future growth
- 08appropriately documenting our information technology systems and our business and control processes
- 09Product liability lawsuits against us could cause us to incur substantial liabilities and to limit commercialization of any products that we may develop29% rewritten
- 10Restrictions imposed by advertising and social media platforms that we use may result in decreased sales and market presence59% rewritten
- 11The failure to attract and retain key personnel could have an adverse effect on our operating results
- 12Executive Officer TransitionNew
- 13Leadership Succession and Executive Management Transitions Could Adversely Affect Our OperationsNew
- 14We depend on the sale of our personal security devices29% rewritten
- 15Sale of our personal security devices and kits depends on the continued availability of our ammunition, some of which is dependent on sole source suppliers
- 16Our 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
- 17We are dependent on our relationships with key third-party suppliers for our business
- 18We are dependent on the quality of parts supplied by and quality controls of our third-party suppliers
- 19Higher costs or unavailability of components, freight, materials and accessories, including ammunition, could adversely affect our financial results
- 20If we are unable to successfully design and develop or acquire new and appealing products, our business may be harmed
- 21To ensure adequate inventory supply, we forecast inventory needs and often place orders with our manufacturers before we receive firm orders from our retail partners or customers. If we fail to accurately forecast demand, we may experience excess inventory levels or a shortage of product
- 22We rely on a limited number of third parties for shipping, transportation, logistics, marketing and sales of our products and components. A loss of any such third-party relationship might have a material adverse effect on our operating results60% rewritten
- 23Our business relationships with third parties could cause us to expend significant resources and incur substantial business risk with no assurance of financial return
- 24Our business depends on our ability to prevent or mitigate the effects of a cybersecurity attack27% rewritten
- 25Conducting 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
- 26As we seek to expand our business globally, growth opportunities may be impacted by greater political, economic and social uncertainty and the continuing and accelerating globalization of businesses could significantly change the dynamics of our competition, customer base and product offerings
- 27Sales transacted at our retail stores may be paid for with cash which increases the risk of theft and related legal liability
Risks Related to Our Industry
- 28The 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
- 29The 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
- 30Further 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
- 31Our performance is influenced by a variety of economic, social, and political factors
Risks Related to Regulation
- 32We are subject to extensive regulation and could incur fines, penalties and other costs and liabilities under such requirements30% rewritten
- 33Changes in government policies and legislation could adversely affect our financial results
- 34Health and safety risks could expose us to potential liability and adversely affect our operating results and financial condition
- 35We are exposed to operating hazards and uninsured risks that could adversely impact our operating results and financial condition
- 36Failure to comply with the U.S. Foreign Corrupt Practices Act or other applicable anti-corruption legislation, and export controls and trade sanctions, could result in fines or criminal penalties if we expand our business abroad
- 37If our independent suppliers and manufacturing partners do not comply with ethical business practices or with applicable laws and regulations, our reputation, business, and results of operations would be harmed
Risks Related to our Intellectual Property
- 38If we are unable to protect our intellectual property, we may lose a competitive advantage or incur substantial litigation costs to protect our rights
- 39We may be subject to intellectual property infringement claims, which could cause us to incur litigation costs and divert management attention from our business
Risks Related to our Securities
- 40We may not maintain qualification for listing on Nasdaq in the future, which may impair your ability to sell your shares22% rewritten
- 41The market price of our common stock may be volatile, which could result in substantial losses for purchasers
- 42In addition, if we are unable to successfully meet investor expectations, even if by only a small margin, there could be significant impact on the market price of our common stock
- 43Our directors, executive officers, and significant stockholders may be able to influence us
- 44If our analyst coverage decreases or results in negative reports about our business, our stock price and trading volume could decline
- 45Our charter documents and Delaware law could make it more difficult for a third party to acquire us and discourage a takeover
- 46We do not intend to pay dividends on our common stock for the foreseeable future64% rewritten
- 47Our business depends on our ability to prevent or mitigate the effects of commercial crime including theft by employees, forgery and electronic crime
- 48Epidemic and pandemic diseases could have a material adverse effect on our business, financial condition, results of operations, cash flows, and ability to comply with regulatory requirements
- 49Our revenues and profits depend on the level of customer spending for our products, which is sensitive to general economic conditions and other factors
- 50Tariffs, sanctions, restrictions on imports or other trade barriers between the United States and various countries, most significantly China, may impact our revenue and results of operations
- 51Our business is subject to a number of federal, state, local and foreign laws and regulations governing data privacy and security, including with respect to the collection, storage, use, transmission and protection of personal information50% rewritten
- 52The 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
- 53Our business could be harmed if we are unable to accurately forecast our results of operations27% rewritten
- 54Climate change and associated changes to laws and regulations may increase our operating costs and adversely affect our business and financial results46% rewritten
- 55Matters relating to the employment market and prevailing wage standards may adversely affect our business
Other Byrna Technologies 10-Ks
- FY2024 10-K risk factors53 risks
Byrna relies heavily on sales of its handheld personal security devices and ammunition, facing supply chain constraints and platform advertising restrictions.
Filed Feb 07, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.