Item 1.01. Entry into a Material Definitive Agreement.
On January 19, 2021, Byrna Technologies Inc. (the "Company") entered into a
Commercial Loan and Security Agreement (the "Loan Agreement") with Needham Bank
(the "Bank"), pursuant to which the Bank established a revolving line of credit
of up to $5,000,000 as evidenced by a Secured Revolving Line of Credit Note
executed by the Company in favor of the Bank (the "Revolving Note") and (ii) a
non-revolving equipment line of credit of up to $1,500,000 as evidenced by
equipment term notes in the principal amounts drawn from time to time (the "Term
Notes," and together with the Revolving Note, the "Notes"). Pursuant to the Loan
Agreement, the Company granted the Bank a security interest in substantially all
of the assets of the Company to secure the Notes. The Loan Agreement contains
customary affirmative and negative covenants for loans of this nature.
Interest on each of the Notes accrues at a floating rate equal to the greater of
(i) the sum of the Prime Rate (as described below) plus 0.50%, and (ii) 4.00%,
per annum, and is payable monthly in arrears (except as described below). The
"Prime Rate" means the Prime Rate as published in the "Money Rates" Section of
the Wall Street Journal (or, if such rate is no longer published, such other
comparable reference rate as designated by the Bank). If not sooner repaid or
accelerated, the Revolving Note matures on January 19, 2024. After the first
anniversary of each Term Note, the Company is required to pay, in addition to
interest, amortization payments based on a five-year amortization schedule. The
Company may draw down on the non-revolving equipment line of credit until
January 19, 2023. If not sooner repaid or accelerated, each Term Note matures
six years after its issuance date. The Company may prepay the Notes, in whole or
in part, without penalty at any time. The obligations of the Company under the
Notes may be accelerated upon the occurrence of an event of default under the
Loan Agreement, which includes customary events of default. Additionally, the
Company will be required to pay an unused line fee in respect of unused portions
of the revolving line of credit and the non-revolving equipment line of credit.
The foregoing descriptions of the Loan Agreement, the Revolving Note and the
Form of Term Note are qualified in their entirety by reference to the full and
complete terms of these documents, which are attached as Exhibits 4.1, 4.2 and
4.3, respectively, to this Current Report on Form 8-K and incorporated herein by
reference.
Item 1.02. Termination of a Material Definitive Agreement.
As previously disclosed, on December 1, 2020 the Company entered into a Purchase
Agreement and Joint Escrow Instructions (the "Purchase Agreement") with Janes
Source Properties LLC, a Nevada limited liability company (the "Seller"), which
Purchase Agreement was dated effective November 27, 2020. Pursuant to the
Purchase Agreement, the Company agreed to purchase, for a price of $2,100,000,
certain real property, consisting of approximately 11,300 square foot industrial
office/warehouse building situated on an approximately 0.70-acre parcel, located
in Las Vegas, Nevada. On December 23, 2020, the Company provided notice to
Seller of its decision to terminate the Purchase Agreement. A copy of the
Purchase Agreement was filed as an exhibit to the Company's Current Report on
Form 8-K, filed with the Securities and Exchange Commission on December 2, 2020.
The description of the Purchase Agreement contained in this Current Report on
Form 8-K does not purport to be complete and is qualified in its entirety by
reference to the copy of the Purchase Agreement filed as an exhibit to the
December 2, 2020 Form 8-K.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 above is incorporated by reference.
Item 5.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
In connection with entering into the Loan Agreement, on January 15, 2021, the
Company filed an Amendment (the "Amendment") to the Certificate of Designations
of Series A Convertible Preferred Stock (the "Certificate of Designations"). The
Amendment revised the Certificate of Designations to permit the Company to incur
indebtedness of up to $7,000,000 without the prior consent of the holders of
Series A Convertible Preferred Stock. The Amendment required, and the Company
obtained, the consent of the holders of Series A Convertible Preferred Stock.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full and complete terms of the Amendment, which is attached
hereto as Exhibit 3.1 to this Current Report on Form 8-K and incorporate herein
by reference.
Item 7.01. Regulation FD Disclosure.
On January 22, 2021, the Company issued a press release. Pursuant to Item 7.01
of Form 8-K, a copy of the press release is furnished as Exhibit 99.1 to this
Current Report on Form 8-K.
The information in Item 7.01 and Exhibit 99.1 shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise
subject to the liability of such section, nor shall it be deemed incorporated by
reference in any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, regardless of any general incorporation
language in such filing, unless expressly incorporated by specific reference in
such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
3.1 Amendment to the Certificate of Designations of Series A Convertible
Preferred Stock, dated January 15, 2021
4.1 Commercial Loan and Security Agreement, by and between Byrna
Technologies Inc. and Needham Bank, dated January 19, 2021
4.2 Secured Revolving Line of Credit Note, by Byrna Technologies Inc. in
favor of Needham Bank, dated January 19, 2021
4.3 Form of Term Note
99.1 Press Release, dated January 22, 2021© Edgar Online, source Glimpses
BYRNA TECHNOLOGIES INC. 
