Sproutly Canada, Inc. — Capital/Financing Update 2021

Apr 16, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2021

BYRNA TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

333-132456

(Commission File Number)

71-1050654

(IRS Employer Identification No.)

100 Burtt Road, Suite 115 Andover, MA 01810

(Address and Zip Code of principal executive offices)

(978) 868-5011

(Registrant’s telephone number, including area code)

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

• ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

• ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

• ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Emerging growth company ☐

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

Securities registered pursuant to Section 12(b) of the Act: None

Item 8.01. Other Events.

Effective April 15, 2021, Byrna Technologies, Inc. (the “Company”) and the holders of Series A Convertible Preferred Stock, par value $0.001 per share (the “Series A Stock”), agreed to convert all outstanding shares of Series A Stock into Common Stock of the Company in accordance with the Certificate of Designation of the Series A Stock. The Series A Stock and all accrued dividends thereon were converted into shares of Common Stock of the Company at the conversion rate equal to the quotient obtained by dividing the original issue price of each share of Series A Stock ($5,000), plus an amount equal to all accrued but unpaid dividends thereon, by $0.15. Following the conversion, the Company expects to have issued and outstanding an aggregate of approximately 205,311,885 shares of Common Stock and no shares of Series A Stock.

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.

BYRNA TECHNOLOGIES INC.

Date: April 15, 2021

By: /s/ Bryan Ganz Name: Bryan Ganz Title: Chief Executive Officer