Byrna Technologies Inc. ("Byrna" or the "Company") (NASDAQ:BYRN), a personal defense technology company specializing in the development, manufacture, and sale of innovative less-lethal personal security solutions, today announced that it has entered into a definitive asset purchase agreement to acquire substantially all of the assets of HERO Defense Systems, LLC ("HERO"), a complementary personal defense company offering compact, easy-to-use less-lethal self-defense products.

Under the terms of the agreement, Byrna will acquire substantially all of HERO’s assets, including its product-related intellectual property, digital assets, customer and vendor relationships, inventory, equipment and related business assets. The transaction is structured as an asset purchase on a cash-free, debt-free basis, with consideration consisting of $625,000 in cash, $625,000 in restricted shares of Byrna common stock, and a performance-based royalty tied to future net sales of HERO products and derivative products. The shares of Byrna common stock to be issued as consideration will be issued in a private placement in reliance on an exemption from the registration requirements of the Securities Act of 1933, as amended, and will be subject to transfer restrictions. The transaction is expected to close within approximately 30 days, subject to customary closing conditions.

Following the closing, Byrna expects to begin integrating HERO’s products and related assets into its broader commercial and operating platform. HERO’s founders are expected to provide transition and integration support following the closing. The Company plans to evaluate opportunities to support the HERO product line through Byrna’s e-commerce channels, consumer education initiatives, retail relationships and evolving brand and performance marketing programs. Over time, Byrna expects to assess where HERO products can complement Byrna.com, Amazon, and retail merchandising.