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

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):

  
   
   
   
   
   

[           ] Form 10-K    [           ] Form 20-F    [           ] Form 11-K
[ x ] Form 10-Q    [           ] Form 10-D    [           ] Form N-SAR    [           ] Form N-CSR

For Period Ended: May 31, 2020

[           ] Transition Report on Form 10-K
[           ] Transition Report on Form 20-F
[           ] Transition Report on Form 11-K
[           ] Transition Report on Form 10-Q
[           ] Transition Report on Form N-SAR

For the Transition Period Ended:

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

BYRNA TECHNOLOGIES, INC.
Full Name of Registrant

N/A
Former Name if Applicable

115 Burtt Road Suite 115
Address of Principal Executive Office (Street and Number)

Andover, Massachusetts 01810
City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

x (a) The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
   
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
   
(c) The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file its Form 10-Q for the three month period ended May 31, 2020 within the prescribed time period without unreasonable effort or expense because the Company has not completed the production of its financial statements and 10-Q as a result of (i) delays resulting from the COVID-19 pandemic and (ii) additional delays resulting from the transition in this quarter to a new independent registered accounting firm from the Company's previous independent registered accounting firm. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Exchange Act Rule 12b-25.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

  Bryan Ganz 978 868-5011
  (Name) (Area Code) (Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed ? If answer is no, identify report(s).

[ x ] Yes [           ] No
   
(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof ?

[ x ] Yes [           ] No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

There will be significant changes as a result of sales of our Byrna HD which first began in the prior year period including reported net revenue of approximately $1.2 million v. approximately $105,000 for the prior year period, gross profit of approximately $515,000 v. approximately $30,000 for the prior year period, and a loss extinguishment of debt of approximately $6 million booked because the Company exchanged all of its outstanding convertible debt for shares of preferred stock during the quarter ended May 31, 2020.

BYRNA TECHNOLOGIES, INC.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 15, 2020 By: /s/ Bryan Ganz
    Bryan Ganz
  Title: Chief Executive Officer