Byrna Technologies Inc

November 30, 2024 and 2023

Byrna Technologies Inc. (the “Company” or “Byrna”) is a less-lethal defense technology company, specializing in next generation solutions for security situations that donot require the use of lethal force. Byrna personal security devices are less-lethal self-defense devices that are powered byCO2 and fire*.68* caliber spherical kinetic and chemical irritant projectiles. The Company added pepper spray aerosols to their less-lethal defense product line due to an acquisition in2022. These products are sold in both the consumer and security professional markets. The Company operatestwo manufacturing facilities, a 30,000 square foot facility located in Fort Wayne, Indiana and a 20,000 square foot manufacturing facility located in Pretoria, South Africa.

In* January 2023,the Company acquired a 51% ownership interest in Byrna LATAM, a corporate joint venture formed to expand the Company’s operations and presence in South American markets. On August 19, 2024,the Company sold it’s 51% ownership interest to Fusady S.A. for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”). See Note6**,* "Investment in Joint Venture" for additional information.

The Company was incorporated under the laws of the state of Delaware on* March 1, 2005.*

From inception to* November 30, 2024*, the Company had incurred a cumulative loss of $56.8 million. The Company has funded operations through the issuance of common stock. The Company generated $85.8 million in revenue and a net income of $12.8 million for the year ended* November 30, 2024*. Having achieved profitability this year, the Company is optimistic about its ability to sustain operations through its revenue streams. The Company’s future success will depend on its continued ability to generate sufficient revenue to cover operating expenses and to effectively market its products.

These consolidated financial statements for the years ended* November 30, 2024and2023* include the accounts of the Company and its subsidiary. These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). All significant intercompany accounts and transactions have been eliminated in consolidation.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Future events and their effects cannot be determined with certainty. Therefore, the determination of estimates requires the exercise of judgment. Actual results could differ from those estimates, and any such differences* may*be material to the Company's consolidated financial statements. Significant estimates include assumptions about stock-based compensation expense, valuation allowance for deferred tax assets, incremental borrowing rate on leases, useful life of long-lived assets, allowance for estimated credit losses, and inventory reserves.

F-7

Goodwill resulting from a business combination isnot amortized but is reviewed for impairment annually or more frequently when events or changes in circumstances occur that would more likely thannot reduce the fair value of a reporting unit below its carrying amount. The Company has the option to perform a qualitative assessment over goodwill when events occur or circumstances change that would, more likely thannot, reduce the fair value of a reporting unit. If the Company concludes, based on the qualitative assessment, that the carrying value of a reporting unit would more likely thannot exceed its fair value, a quantitative assessment is performed which is based upon a comparison of the reporting unit’s fair value to its carrying value. The fair values used in this evaluation are estimated by the Company based upon future discounted cash flow projections for the reporting unit. An impairment charge is recognized for any amount by which the carrying amount of goodwill exceeds its fair value.

In accordance with Accounting Standards Codification (ASC)350, "Intangibles – Goodwill and Other," the Company historically conducted its annual goodwill impairment analysis in thethird quarter of each fiscal year. However, for the fiscal year ending* November 30, 2024,the Company has elected to change the timing of its annual goodwill impairment review to thefourth* quarter. This decision was made to better align the analysis with the Company’s strategic planning processes and to ensure a more comprehensive evaluation of goodwill in light of the latest operational and market conditions. The Company will continue to monitor goodwill for signs of impairment and perform interim assessments if necessary. This change in timing willnot impact the Company's overall goodwill balance or financial position, but it* may*enhance the accuracy and relevance of the impairment assessment conducted.

The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment orone level below an operating segment, referred to as a component. The Company’s operations constitute a single reporting unit and goodwill is assessed for impairment at the Company as a whole. At* November 30, 2024and2023,* the Company determined that there wasno impairment of goodwill.

Investments in equity method investees are those for which the Company has the ability to exercise significant influence or exercise joint control with other investors but doesnot control and isnot the primary beneficiary. Under this method of accounting, the Company’s investment is recorded initially at cost and subsequently adjusted for its proportionate share of the net earnings or losses.

In* January 2023,the Company acquired a 51% ownership interest in Byrna LATAM, a corporate joint venture formed to expand the Company’s operations and presence in South American markets, for $0.5 million. The Company accounted for the investment in the joint venture using the equity method since the Company didnot* have voting control of Byrna LATAM. Additionally, the Company didnot have substantive participating rights that would result in the Company having control of Byrna LATAM. On* August 19, 2024,the Company sold it’s 51% ownership interest to Fusady S.A. for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”). See Note6**,* "Investment in Joint Venture" for additional information. The Company recorded its share of the joint venture’s losses during the year ended* November 30, 2024of less than $0.1 million, and losses of $0.6 million during the year ended November 30, 2023,in the Consolidated Statements of Operations and Comprehensive Income (Loss) as loss from joint venture. The carrying value of the Company's investment in the joint venture at November 30, 2024and2023* is atzero in the Consolidated Balance Sheets.

Cash and cash equivalents include bank deposits and short-term, highly liquid investments. Investments acquired with maturity dates ofthree months or less are considered cash equivalents.

The Company considers debt securities acquired with maturities of greater than90 days to be available for sale debt securities. Available for sale debt securities are classified as either current or non-current assets based on the nature of the securities and their availability for use in current operations. Securities with an effective maturity greater thanone year from the balance sheet date are classified as non-current. Available for sale debt securities are recorded at fair value and unrealized gains and losses are recorded within accumulated other comprehensive income. The estimated fair value of the available for sale debt securities is determined based on quoted market prices or rates for similar instruments.

The Company estimates the balance of its allowance for expected credit losses. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. Account balances are written off against the allowance when it is determined that the receivable willnot be recovered. As of* November 30, 2024,*2023, and2022, the total allowance for credit losses recorded was $0.3 million, $0.6 million and less than $0.1 million, respectively.

F-8

Inventories, which are principally comprised of raw materials and finished goods, are stated at the lower of cost or net realizable value. Cost is determined on a standard cost basis that approximates thefirst-in,first-out (FIFO) method. Inventory costs include labor, overhead, subcontracted manufacturing costs and inbound freight costs. The Company reviews inventories for obsolete items to determine adjustments that it estimates will be needed to record inventory at lower of cost or net realizable value.

Property and equipment are recorded at cost and reflected net of accumulated depreciation and amortization. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, primarily three toseven years for computer equipment and software, furniture and fixtures, and machinery and equipment. Leasehold improvements are amortized over the lesser of the useful lives ofthree toseven years or lease terms. Expenditures for major renewals and betterments to property and equipment are capitalized, while expenditures for maintenance and repairs are charged as an expense as incurred. Upon retirement or disposition, the applicable property amounts are deducted from the accounts and any gain or loss is recorded in the Consolidated Statements of Operations and Comprehensive Income (Loss). Useful lives are determined based upon an estimate of either physical or economic obsolescence or both.

The perpetual, irrevocable, exclusive and non-exclusive permit to use technology with respect to the cost of patent rights is capitalized and amortized over the estimated useful life, currently estimated to be 10 to 17 years. Customer list acquired is amortized over the estimated useful life oftwo years. Trademarks have an indefinite life as the Company intends to renew the trademarks indefinitely. These assets are tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired.

Indefinite-lived intangible assets are tested for impairment annually during thefourth quarter of each fiscal year, or more frequently if events or changes in circumstances indicate that it is more likely thannot that an intangible asset is impaired. If the carrying amount of an indefinite-lived intangible asset exceeds its fair value, an impairment expense is recognized in an amount equal to that excess. If an impairment expense is recognized, the adjusted carrying amount becomes the asset's new accounting basis. At* November 30, 2024and2023,* the Company determined that there wasno impairment of intangible assets.

Long-lived assets to be held and used are analyzed for impairment whenever events or changes in circumstances indicate that the related carrying amounts* may**not* be recoverable. The Company evaluates at each balance sheet date whether events and circumstances have occurred that indicate possible impairment. If there are indications of impairment, the Company uses future undiscounted cash flows of the related asset or asset group over the remaining life in measuring whether the assets are recoverable. In the event such cash flows arenot expected to be sufficient to recover the recorded asset values, the assets are written down to their estimated fair value. There wereno impairments of long-lived assets during the years ended* November 30, 2024and2023*, respectively.

The Company determines fair value based on its accounting policy for fair value measurement (i.e. exit price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date). See note4 (u). The Company hasnot used derivative financial instruments such as forwards to hedge foreign currency exposures. The Company measures equity investments, including investments in marketable equity securities, at fair value and recognizes unrealized gains (losses) through other comprehensive income (loss). The Company uses quoted prices in active markets for identical assets (consistent with the Level2 definition in the fair value hierarchy) to measure the fair value of its marketable equity securities on a recurring basis.

F-9

The Company determines if an arrangement is a lease at inception by assessing whether the arrangement contains an identified asset and whether it has the right to control the identified asset. Right-of-use (ROU) assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease liabilities are recognized at the lease commencement date based on the present value of future lease payments over the lease term. ROU assets are based on the measurement of the lease liability and also include any lease payments made prior to or on lease commencement and exclude lease incentives and initial direct costs incurred, as applicable.

As the implicit rate in the Company’s leases is generally unknown, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The lease terms* may*include options to extend or terminate the lease when the Company is reasonably certain it will exercise such options. Lease costs for the Company’s operating leases are recognized on a straight-line basis over the reasonably assured lease term. Variable lease payments include lease operating expenses. Lease expense for operating leases is recognized on a straight-line basis over the lease term. Lease expense is included in operating expenses on the consolidated statements of operations.

The Company has elected tonot separate lease and non-lease components for any leases within its existing classes of assets and, as a result, accounts for any lease and non-lease components as a single lease component. The Company has also elected tonot apply the recognition requirement to any leases within its existing classes of assets with a term of12 months or less and doesnot include an option to purchase the underlying asset that the Company is reasonably certain to exercise.

Product Sales

The Company generates revenue through the wholesale distribution of its products and accessories to dealers/distributors, large end-users such as retail stores, security companies and law enforcement agencies, and through e-commerce portals to consumers. Revenue is recognized upon transfer of control of goods to the customer, which generally occurs when title to goods is passed and risk of loss transfers to the customer. Depending on the contract terms, transfer of control is upon shipment of goods to or upon the customer’s pick-up of the goods. Payment terms to customers other than e-commerce customers are generally30-60 days for established customers, whereas new wholesale and large end-user customers have prepaid terms for theirfirst order. The amount of revenue recognized is net of returns and discounts that the Company offers to its customers. Products purchased include a standard warranty that cannot be purchased separately. This allows customers to return defective products for repair or replacement withinone year of sale. The Company also sells an extended warranty for the same terms over three years. The extended3-year warranty can be purchased separately from the product and therefore, must be classified as a service warranty. Since a warranty for thefirst year after sale is included and non-separable from all launcher purchases, the Company considers this extended warranty to represent a service obligation during thesecond andthird years after sale. Therefore, the Company accumulates billings of these transactions on the balance sheet as deferred revenue, to be recognized on a straight-line basis during thesecond andthird year after sale. The Company recognizes an estimated returns and discounts allowances based on its analysis of historical experience, and an evaluation of current market conditions.

The Company also provides to its e-commerce consumers a14-day money back guarantee, which allows for a full refund of the purchase price, excluding shipping charges, within14 days from the date of delivery. The right of return creates a variable component to the transaction price and needs to be considered for any possible constraints. The Company estimates returns using the expected value method, as there will likely be a range of potential return amounts. The Company’s returns under the14-day money back guarantee for the years ended* November 30, 2024and2023* was immaterial.

The Company sells to dealers and retailers for whom there isno money back guarantee but who* mayrequest a return or credit for unforeseen reasons or who mayhave agreed discounts or allowances to be netted from amounts invoiced. The Company reserves for returns, discounts and allowances based on past performance and on agreement terms and reports revenue net of the estimated reserve. The Company's reserve for returns, discounts, and allowances for the years ended November 30, 2024and2023* was immaterial.

The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and handling costs associated with the distribution of finished products to customers, are recorded in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and are recognized when the product is shipped to the customer.

Included as cost of goods sold are costs associated with the production and procurement of products, such as labor and overhead, inbound freight costs, manufacturing depreciation, purchasing and receiving costs, and inspection costs.

Contract Liabilities

Current deferred revenue for the years ended* November 30, 2024and2023* includes $1.7 million in advance payments from customers, $0.1 million in current portion of sales from extended warranties and less than$0.1 million in unfulfilled e-commerce orders. Long-term deferred revenue pertains to the non-current portion of extended warranty sales.

Marketing and advertising related costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and were $12.4 million and $4.6 million during the years ended* November 30, 2024and2023*, respectively.

Research and development (“R&D”) costs are expensed as incurred and are included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). R&D costs were $0.6 million and $0.6 million during the years ended* November 30, 2024and2023*, respectively.

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company determines deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

Deferred tax assets are recognized to the extent the Company believes that these assets are more likely thannot to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

F-10

The Company records uncertain tax positions on the basis of atwo-step process in which (1) it determines whether it is more likely thannot that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than50 percent likely to be realized upon ultimate settlement with the related tax authority. The Company records uncertain tax positions as liabilities and adjusts these liabilities when its judgment changes as a result of the evaluation of new informationnot previously available. Because of the complexity of some of these uncertainties, the ultimate resolution* mayresult in a payment that is materially different from the Company’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of November 30, 2024and2023*, the Company hasnot recorded any uncertain tax positions in the consolidated financial statements.

If incurred, the Company recognizes interest and penalties related to income taxes on the income tax expense line in the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss). As of* November 30, 2024and2023*, no accrued interest or penalties related to income taxes are included in the Consolidated Balance Sheets.

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currentlyno pending tax examinations. The Company’s tax years are still open under statute from* November 30, 2020to the present. The resolution of tax matters isnot* expected to have a material effect on the Company’s consolidated financial statements.

Basic earnings (loss) per share is computed by dividing net income (loss), reduced by dividends, by the weighted-average number of common shares outstanding for the year. Diluted earnings (loss) per share is computed by dividing net income (loss), reduced by dividends, by the weighted-average number of common shares outstanding plus common stock equivalents (if dilutive) related to stock options and restricted stock units.

The Company accounts for all stock-based payment awards granted to employees and directors as stock-based compensation expense at their grant date fair value, which the Company uses Black-Scholes valuations, Monte Carlo models, and other market valuations to determine fair value.

The Company’s stock-based payments include stock options and restricted stock units. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees’ requisite service period, on a straight-line basis. The measurement date for director awards is the date of grant and stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation is classified in the accompanying Statements of Operations and Comprehensive Income (Loss) based on the function to which the related services are provided, which is included in operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur.

The fair value of each stock option grant is estimated on the date of grant by using either the Black-Scholes or the quoted stock price on the date of grant, unless the awards are subject to market conditions in which case the Company uses the Monte Carlo simulation model. Due to the Company’s limited history, the expected term of the Company’s stock options granted to employees has been determined utilizing the method as prescribed by the Security and Exchange Commission's Staff Accounting Bulletin, Topic14. The expected term for stock options granted to non-employees is equal to the contractual term of the options. The risk-free interest rate is determined by reference to the US Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on common stock and doesnot expect to pay any cash dividends in the foreseeable future.

Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is recorded as foreign currency transaction income (loss), in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

F-11

The Company maintains its books and records in US Dollars, which is its functional and reporting currency. Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into US Dollars at period-end exchange rates. Income and expenses are translated into US Dollars at the average exchange rates during the period. The resulting translation adjustments, including adjustments on intercompany loans that are considered permanent, are included in the Company’s Consolidated Balance Sheets as a component of accumulated other comprehensive loss. The Company considers intercompany loans to be of a permanent or long-term nature if management expects and intends that the loans willnot be repaid. For the fiscal years ended* November 30, 2024and2023,* all intercompany loan arrangements were determined to be permanent based on management’s intention as well as actual lending and repayment activity. Therefore, the foreign currency transaction gains or losses associated with the intercompany loans were recorded in accumulated other comprehensive loss in the Consolidated Balance Sheets for the fiscal years ended* November 30, 2024and2023.*

Other comprehensive income (loss) consists of foreign currency translation adjustments and unrealized gains or losses on available for sale securities. For the fiscal years ended* November 30, 2024and2023,* the Company recorded foreign currency translation gain of $0.4 million and loss of $0.7 million, respectively, on its intercompany loan, which is considered permanent or long-term nature. For the fiscal year ended* November 30, 2024,the Company recorded unrealized gains on available for sale securities of $0.1 million. Unrealized gains or losses recorded for the fiscal year ended November**30,* 2023 waszero.

The Company follows a consistent framework for measuring fair value and expands disclosure for each major asset and liability category measured at fair value on either a recurring or nonrecurring basis. Fair value is an exit price, representing the amount that would be received to sell an asset or paid to settle a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, athree-tier fair value hierarchy has been established, which prioritizes the inputs used in measuring fair value as follows:

The Company considers the applicability and impact of all Accounting Standards Updates ("ASUs"). ASUs

not discussed below were assessed and determined to be eithernot applicable or are expected to have minimal impact on the financial statements.

Recently Adopted Accounting Pronouncement

In2016, the Financial Accounting Standards Board ("FASB") issued ASU2016-13, Financial Instruments – Credit Losses (Topic326): Measurement of Credit Losses on Financial Instruments. The guidance changes the impairment model used to measure credit losses for most financial assets. A new forward-looking expected credit loss model replaced the existing incurred credit loss model and applies to the Company’s accounts receivables. This is expected to generally result in earlier recognition of allowances for credit losses. The Company adopted ASU2016-13 on* December 1, 2023,and it didnot* have a material impact on the Company’s financial statements.

In* January 2017,the FASB issued ASU2017*-04, Intangibles - Goodwill and Other (Topic350): Simplifying the Test for Goodwill Impairment (“ASU2017-04”). The FASB issued the update to simplify the measurement of goodwill by eliminating step2 from the goodwill impairment test. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The Company adopted ASU2017-04 on* December 1, 2023,and it didnot* have a material impact on the Company’s financial statements.

Accounting Pronouncements Issued butNot Adopted

The FASB also issued ASU2023-07: Segment Reporting Topic280 - Improvements to Reportable Segment Disclosures. This update requires expanded annual and interim disclosures for significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. This update will be effective for fiscal years beginning after* December 15, 2023,and is to be applied retrospectively to all periods presented in the financial statements. The Company believes the adoption of ASU2023*-07 willnot have a material impact on the consolidated financial statements.

In2023, the FASB issued ASU2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures. This update standardizes categories for the effective tax rate reconciliation, requires disaggregation of income taxes and additional income tax-related disclosures. This update is required to be effective for the Company for fiscal years beginning after* December 15, 2024.The Company is evaluating the effect that ASU2023*-09 will have on its financial statements and disclosures.

In* March 2024,the Financial Accounting Standards Board (FASB) issued ASU2024*-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Disaggregation of Income Statement Expenses. This guidance focuses on the disaggregation of income statement expenses. This update requires entities to provide more detailed disclosures about the components of significant expense categories, enhancing the transparency and decision-usefulness of financial statements. The objective is to provide users with a clearer understanding of the nature and variability of expenses reported in the income statement. The standard is effective for fiscal years beginning after* December 15, 2024,with early adoption permitted. We are currently assessing the impact of ASU2024*-03 on our financial statement disclosures. While we anticipate that the adoption of this standard will require additional disclosures, we donot expect it to have a material impact on our financial position or results of operations.

In* January 2025,the Financial Accounting Standards Board (FASB) issued ASU2025*-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date, which provides clarification regarding the effective date for implementing the expense disaggregation disclosures outlined in ASU2024-03. This update is intended to ensure that entities have a clear understanding of the timeline for adopting the new disclosure requirements, thereby promoting consistency and comparability in financial reporting. The clarification specifies that the standard is effective for fiscal years beginning after* December 15, 2024,with early adoption permitted. We are currently evaluating the implications of ASU2025*-01 on our implementation timeline and disclosure practices. We remain committed to providing transparent and comprehensive financial information and will ensure compliance with the clarified effective date.

F-12

The following table summarizes our marketable securities and available-for-sale investments as of* November 30, 2024 (*in thousands):

F-13

In* January 2023,the Company acquired a 51% ownership interest in Byrna LATAM, a corporate joint venture formed to expand the Company’s operations and presence in South American markets, for $0.5 million. The Company accounted for the investment in the joint venture using the equity method since the Company didnot* have voting control of Byrna LATAM. Additionally, the Company didnot have substantive participating rights that would result in the Company having control of Byrna LATAM. The Company recorded its share of the joint venture’s losses for thetwelve months ended* November 30, 2024and November 30, 2023,of less than $0.1 million and $0.6 million, respectively, in the Consolidated Statements of Operations and Comprehensive Income (Loss) as loss from joint venture. The carrying value of the Company's investment in the joint venture on November 30, 2024and2023,* is atzero in the Consolidated Balance Sheets.

On* August 19, 2024,the Company sold it’s 51% ownership interest to Fusady S.A. for $1 (the “LATAM Share Purchase Agreement”) and entered into an exclusive distribution, manufacturing and licensing agreement with Byrna LATAM (the “LATAM Licensing Agreement”). This LATAM Licensing Agreement allows Byrna LATAM to exclusively manufacture the Byrna SD launcher and ammunition in certain South American countries and requires Byrna LATAM to pay the Company a royalty on Byrna products manufactured. The amount of royalty earned and outstanding at end of November 30, 2024,wasnot* material. The LATAM Share Purchase Agreement also includes put and call rights based on defined triggers which expire on* August 19, 2029.*

In* January 2023,the Company loaned $1.6 million to Byrna LATAM. The loan bore interest at a rate equal to Secured Overnight Financing Rate ("SOFR") plus 3.0%. Interest income related to the loan receivable was less than $0.1 million for the year ended November 30, 2024.The interest income is included in interest income in the Consolidated Statements of Operations and Comprehensive Income (Loss). On August 19, 2024,the loan was amended to fix the loan amount at $1,431,112 plus accrued interest of $203,373 for a total loan amount of $1,634,485. The loan bears an annual rate of interest of 5% per annum. The loan will be repaid intwelve* equal installments starting on* August 19, 2025.The loan receivable was recorded as loan to joint venture in the Consolidated Balance Sheets until the consummation of the LATAM Share Purchase Agreement at which time the Company recorded the current portion of the loan as part of Prepaid expenses and other current assets and the non-current portion is recorded as part of Other assets on the Consolidated Balance Sheet as of November 30, 2024.*

Deferred Revenue

Changes in deferred revenue, which relate to advance payments, unfulfilled e-commerce orders and amounts to be recognized under extended3-year service warranty, for the years ended* November 30, 2024and2023* are summarized below (in thousands). The Company recognized warranty revenue totaling $0.3 million and $0.3 million, respectively, during the years ended* November 30, 2024and2023.*

Revenue Disaggregation

The following table presents disaggregation of the Company’s revenue by market and distribution channel (in thousands):

Accounts Receivable

The Company records accounts receivables due from dealers/distributors, large end-users such as retail stores, security companies and law enforcement agencies. Accounts receivable, net of allowances, was $2.6 million, $2.9 million, and $5.9 million as of* November 30, 2024,*2023 and2022 respectively.

Allowance for Expected Credit Losses

The Company estimates the balance of its allowance for expected credit losses. In determining the amount of the allowance for credit losses, the Company considers historical collectability based on past due status and makes judgments about the creditworthiness of customers based on ongoing credit evaluations. The Company also considers customer-specific information, current market conditions, and reasonable and supportable forecasts of future economic conditions. Account balances are written off against the allowance when it is determined that the receivable willnot be recovered. As of* November 30, 2024,*2023 and2022, the allowance for credit losses was $0.3 million, $0.6 million, and less than $0.1 million, respectively.

F-14

The following table summarizes inventory (in thousands):

The Company reviews inventory for excess and obsolete products and makes provisions based on its estimate of the probability that the material willnot be consumed or that it will be sold below cost. The inventory reserves were $0.4 million and $0.7 million at* November 30, 2024and2023,* respectively.

The following table summarizes cost and accumulated depreciation (in thousands):

The Company recognized approximately $1.2 million and $1.0 million in depreciation expense during the years ended* November 30, 2024and2023*, respectively. Depreciation expense is presented in the operating expenses and within cost of goods sold in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

At* November 30, 2024and2023*, the Company deposited $2.7 million and $1.2 million, respectively, with vendors primarily for supply of molds and equipment where the vendors havenot completed supply of these assets. The Company placed $0.4 million and less than $0.1 million of molds and equipment deposits and software deposits, respectively, from* November 30, 2023* into service during fiscal year* November 30, 2024*. The Company placed $1.2 million and $0.5 million of molds and equipment deposits and software deposits, respectively from* November 30, 2022into service during fiscal year November 30, 2023*. The deposits are presented in the Consolidated Balance Sheets as deposits for equipment.

The components of intangible assets were as follows (in thousands):

The trademarks have an indefinite life and will be assessed annually for impairment. All other intangible assets are finite-lived.

Intangible assets amortization expenses are recorded within operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). Total intangible assets amortization expense for the years ended* November 30, 2024and2023* were $0.3 million and $0.3 million, respectively.

Estimated future amortization expense related to intangible assets as of* November 30, 2024* are as follows (in thousands):

F-15

Accounts payable and accrued liabilities consist of the following (in thousands):

F-16

On* January 19, 2021,the Company entered into a $5.0 million revolving line of credit with a bank. The revolving line of credit bore interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The revolving line of credit was secured by the Company’s accounts receivable and inventory. The line of credit was subject to an unused fee of 0.25% paid once annually. The line of credit expired on January 19, 2024.*

Also on* January 19, 2021,the Company entered into a $1.5 million equipment financing line of credit with a bank. The line of credit bore interest at a rate equal to the Wall Street Journal Prime Rate plus 0.50%, subject to a floor of 4.00%. The line of credit was secured by the Company’s equipment. The line of credit was subject to an unused fee of 0.25% paid once annually. The line of credit expired on January 19, 2024.*

As of* November 30, 2024* there wasno line of credit in place. As of* November 30, 2023*, there wasno outstanding balance on the revolving line of credit and the Company hadnot drawn on the equipment financing line of credit. Debt issuance costs related to the lines of credit were $0.1 million. Debt issuance costs of $0.1 million were amortized over the term of the debt and are presented as part of Other Assets in the Consolidated Balance Sheets. Amortization of less than $0.01 million and $0.03 million for the years ended* November 30, 2024and2023* is included in Interest income, net in the Consolidated Statements of Operations and Comprehensive Income (Loss).

The revolving line of credit and equipment financing line of credit were terminated on* January 19, 2024andnot* renewed.

F-17

Stock Buyback Plan

On* July 31, 2024,the Company's Board of Directors approved a plan to buy back up to $10 million worth of shares of Common Stock (the “Stock Buyback Program”). The Company's Stock Buyback Plan is intended to return capital to shareholders and to minimize the dilutive impact of stock options and other sharebased awards. The Stock Buyback Program will expire on the sooner of thetwo*-year anniversary of its initiation or until we reach the aggregate limit of $10 million for the repurchases under the program. The repurchased shares are recorded as part of treasury stock and are accounted for under the cost method. In thetwelve months ended* November 30, 2024,*we repurchased 0.3 million shares of common stock for $3.8 million.

The following table summarizes repurchases made during the fiscal year ended* November 30, 2024:*

In* March**2024,* 21,905 units were repurchased by the Company for $0.3 million for shares withheld to pay the payroll tax liability of the vesting RSUs and treated as treasury stock.

F-18

2020 Plan

On* October 23, 2020,the Board approved and on November 19, 2020,the stockholders approved the Byrna Technologies Inc.2020 Equity Incentive Plan (the“2020* Plan”). The aggregate number of shares of common stock available for issuance in connection with options and other awards granted under the2020 Plan is 2,500,000. On* April 26, 2022,the Company’s Board of Directors approved and on June 17, 2022,the Company's stockholders approved the increase of the number of shares of common stock available for issuance under the2020* Plan by 1,300,000 shares to a total of 3,800,000 shares. The2020 Plan is administered by the Compensation Committee of the Board. The Compensation Committee determines the persons to whom options to purchase shares of common stock, stock appreciation rights (“SARs”), restricted stock units (“RSUs”), and restricted or unrestricted shares of common stock* maybe granted. Persons eligible to receive awards under the2020* Plan are employees, officers, directors, consultants, advisors and other individual service providers of the Company. Awards are at the discretion of the Compensation Committee.

Stock-Based Compensation Expense

Total stock-based compensation expense was $3.4 million and $5.4 million for the years ended* November 30, 2024and2023*, respectively. Total stock-based compensation expense was recorded in Operating expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss).

Restricted Stock Units

During the year ended* November 30, 2024* the Company granted 600,000 of the RSU's with a “double trigger” for vesting based on stock price and time, as follows: (1)one-third of the RSUs will be triggered when the Company’s stock trades above $6.00 on a20-day VWAP, thesecond one-third of the RSUs will be triggered when the Company’s stock trades above $9.00 on a20-day VWAP, and the finalone-third of the RSUs will be triggered when the stock trades above $12.00 on a20-day VWAP and (2) the employee must remain employed by the Company forthree years from the effective date for the RSUs to vest. During the year ended* November 30, 2023*, the Company didnot grant "double trigger" RSUs. In addition, the Company also granted 153,232 and 102,720 time-based RSU's during the years ended* November 30, 2024and2023*, respectively. Stock-based compensation expense for the RSUs for the years ended* November 30, 2024and2023* was $1.6 million and $3.6 million, respectively.

During the year ended* November 30, 2023,*the Company accelerated the vesting of 200,000 RSUs held by the Company's former CTO. The acceleration of these 200,000 RSUs resulted in $0.5 million of a tax payment for which the Company withheld 89,182 shares from the former CTO in exchange. The acceleration of these RSUs was considered an equity award modification and resulted in an immaterial stock-based compensation expense.

As of* November 30, 2024*, there was $2.4 million of unrecognized stock-based compensation cost related to unvested RSUs which is expected to be recognized over a weighted average of 1.6 years.

RSU Valuation

The assumptions that the Company used in a Monte Carlo simulation model to determine the grant-date fair value of RSU's granted with a double trigger for the year ended* November 30, 2024,are presented in the table below. The Company didnot* grant RSUs for the year ended* November 30, 2023* that required a Monte Carlo simulation model.

(Monte Carlo simulation model)

The following table summarizes the RSU activity during the year ended* November 30, 2024*:

Of the 690,077 restricted stock units issued,57,697 units were returned to the Company and retired in exchange for the Company paying for the payroll withholding taxes, and 21,905 units were repurchased by the Company for $0.3 million for shares withheld to pay the payroll tax liability of the vesting RSUs and treated as treasury stock. For thetwelve months ended* November 30, 2024,*restricted stock units of 611,994, net, were issued.

Stock Options

During the years ended* November 30, 2024and2023*, the Company granted options to employees and directors to purchase 199,500 and 249,999 shares of common stock, respectively. The Company recorded stock-based compensation expense for options granted to its employees and directors of $1.8 million and $1.8 million during the years ended* November 30, 2024and2023*, respectively.

As of* November 30, 2024*, there was $1.4 million of unrecognized stock-based compensation cost related to unvested stock options which is expected to be recognized over a weighted average period of 1.3 years.

Stock Option Valuation

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and non-employees for the years ended* November 30, 2024and2023* were as follows:

F-19

The following table summarizes option activity under the2020 Plan during the years ended* November 30, 2024and2023*:

The stock options outstanding at the end of the year had weighted-average contractual life as follows:

F-20

For the year ended* November 30, 2024*, the Company recorded net income and, as such, used diluted weighted-average common shares outstanding when calculating diluted income per share for the year ended* November 30, 2024*. Stock options and RSUs that could potentially dilute basic earnings per share (“EPS”) in the future are included in the computation of diluted income per share. For the year ended* November 30, 2023*, the Company recorded net loss available to common shareholders. As such, because the dilution impact from potential common shares was antidilutive, the Company used basic weighted-average common shares outstanding, rather than diluted weighted-average common shares outstanding when calculating diluted loss per share for the year ended* November 30, 2023*.

The Company’s potential dilutive securities, which include stock options and RSUs have been excluded from the computation of diluted net income (loss) per share as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net income (loss) per share attributable to common stockholders is the same. The following potential common shares, presented based on amounts outstanding at each period end, were excluded from the calculation of diluted net income (loss) per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:

F-21

The following transactions are in the normal course of operations and are measured at the amount of consideration established and agreed to by related parties. Amounts due to related parties are unsecured, non-interest bearing, and due on demand.

The Company terminated the royalty payments to the Company's former CTO in* December 2021and the Company granted 200,000 RSUs during the fiscal year ended November 30, 2023* in exchange to waive all future rights and entitlements to the former CTO. During the fiscal year ended* November 30, 2024*, the Company and the former CTO agreed to immediately accelerate the 200,000 RSUs, which resulted in $0.5 million in accelerated stock compensation expense. Refer to Note19, "Commitments and Contingencies - Royalty Payments," for additional information.

The Company subleases office premises at its Massachusetts headquarters to a corporation owned and controlled by the Chief Executive Officer ("CEO") of the Company beginning* July 1, 2020,withno* stated termination date. Sublease payments received were less than $0.1 million and less than $0.1 million during the years ended* November 30, 2024and2023*, respectively.

Fusady is owned, in equal25% shares, byfour individual investors. Thesefour individuals also each own25% of Bersa S.A. Bersa S.A. is a distributor of the Company’s products in Argentina. There were $0.1 million sales to Bersa S.A. during the year ended* November 30, 2024and less than $0.1 million for the year ended November 30, 2023.As of November 30, 2023,the Company had accounts receivable of approximately $1.6 million. Because of the divesture of the joint venture, Fusady isno* longer considered a related party as of* November 30, 2024.*

Operating Leases

The Company has operating leases for real estate in the United States and South Africa and doesnot have any finance leases.

In2019, the Company entered into a real estate lease for office space in Andover, Massachusetts. In* August 2021,the lease was amended to include additional space and extend the term of the existing space byone* year. The new lease expiration date is* February**29,* 2028. The base rent is less than $0.1 million per month.

The Company leases office and warehouse space in South Africa. The Company has exercised its right to extend the lease for an additional year. The lease, which was originally set to expire in* December 2024,is now extended to December 2025.*

The Company leases warehouse and manufacturing space in Fort Wayne, Indiana. The lease expires on* July 31, 2025.The base rent is approximately $0.01 million per month. In November 2021,the Company entered into a new lease which commenced in August**2022.* The lease expires* July 31, 2027.The base rent is less than $0.1 million per month. The Company sub-leases the former Fort Wayne facility which commenced in August 2022.The amount received from the sub-lease is immaterial. In March 2024,*the Company terminated the lease and sublease on the former Fort Wayne facility.

Commencing in* July 2024,the Company entered into a new operating lease for warehouse and retail office space located in Fort Wayne, Indiana. The lease term is forfive years, commencing on July 15, 2024and expiring on July 14, 2029.As of November**30,* 2024, the total right-of-use asset amounting to $0.3 million and the corresponding lease liability of $0.3 million are reflected in the Company's consolidated financial statements.

The Company also leases office space in Las Vegas, Nevada, which expires on* January 31, 2027.*The base rent is less than $0.1 million per month.

Commencing in* August 2024,the Company entered into a new operating lease for retail office space located in Salem, New Hampshire. The lease term is forseven years, commencing on August 22, 2024and expiring on August 21, 2029.As of November 30, 2024,*the total right-of-use asset amounting to $0.1 million and the corresponding lease liability of $0.1 million are reflected in the Company's consolidated financial statements.

Commencing in* August 2024,the Company entered into a new operating lease for retail office space located in Scottsdale, Arizona. The lease term is forten years, commencing on August 27, 2024and expiring on July 31, 2032.As of November 30, 2024,*the total right-of-use asset amounting to $0.7 million and the corresponding lease liability of $0.7 million are reflected in the Company's consolidated financial statements.

Commencing in* November 2024,the Company entered into a new operating lease for retail office space located in Franklin, Tennessee. The lease term is forfive and a half years, commencing on November 1, 2024and expiring on April 30, 2030.As of November 30, 2024,*the total right-of-use asset amounting to $0.2 million and the corresponding lease liability of $0.2 million are reflected in the Company's consolidated financial statements.

Certain of the Company’s leases contain options to renew and extend lease terms and options to terminate leases early. Reflected in the right-of-use asset and lease liability on the Company’s balance sheets are the periods provided by renewal and extension options that the Company is reasonably certain to exercise, as well as the periods provided by termination options that the Company is reasonably certain tonot exercise.

F-22

As of* November 30, 2024and2023*, the elements of lease expense were as follows (in thousands):

F-23

Future lease payments under non-cancelable operating leases as of* November 30, 2024* are as follows (in thousands):

Income (Loss) before income taxes consists of the following (in thousands):

The components of the provision (benefit) for income taxes is as follows (in thousands):

F-24

A reconciliation of the Company’s statutory income tax rate to the Company’s effective income tax rate is as follows:

The net deferred income tax asset (liability) balance related to the following (in thousands):

The Company notes $0.04 million of a United States state refundable tax credit awarded in the year has been recorded as a component of income before income taxes in accordance with GAAP. As of* November 30, 2024,the Company had federal and state NOL carryforwards of approximately $13.4 million and $4.8 million, respectively, which begin to expire in2029* for federal and state purposes. The federal NOL carryforwards include approximately $10.3 million, which donot expire. The Company had foreign NOL carryforwards of $1.2 million which can be carried forward indefinitely. The Company had federal and state research and development tax credits of approximately $0.2 and $0.1 million, respectively, as of* November 30, 2024.The federal and state research and development credits begin to expire in2044* and2039, respectively. There wereno federal or state research and development tax credits as of* November 30, 2023.*Deferred tax assets are presented in other assets in the accompanying Consolidated Balance Sheets.

Future realization of the tax benefits of existing temporary differences and NOL carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. As of* November 30, 2024and2023,* respectively, the Company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was possible to reasonably quantify future taxable income and determined that it is more likely thannot that all of the US deferred tax assets will be realized. Accordingly, the Company has reversed most of its US valuation allowance as of* November 30, 2024and maintains a full valuation allowance on the South Africa deferred tax assets as of November 30, 2024.The Company had a full valuation allowance on its worldwide deferred tax assets as of November 30, 2023.*

Additionally, a deferred tax liability had been established in the United States during the prior year relating to tax basis in excess of book basis on an indefinite lived intangible given the valuation allowance position as of* November 30, 2023.At November 30, 2024and2023,* the Company recognized valuation allowances of $0.8 million and $9.3 million, respectively, related to its deferred tax assets created in those respective years. The net increase/(decrease) of ( $8.5) million and $1.4 million in the valuation allowance reflects the release of the US valuation allowance for* November 30, 2024and a net increase in gross deferred tax asset between November 30, 2023*and the prior fiscal years, respectively.

Pursuant to Internal Revenue Code Section382, use of NOL carryforwards* maybe limited if the Company experiences a cumulative change in ownership of greater than50%* in a movingthree-year period. Ownership changes could impact the Company’s ability to utilize the NOL carryforwards remaining at an ownership change date. The Company last completed a Section382 analysis regarding whether an ownership change had occurred for Company through* November 30, 2024.*Based on the analysis, the cumulative ownership change is 12.07%. As a result,no resulting limitation of NOL carryforwards has been considered in determining the full valuation allowance against the related deferred tax assets as noted above.

The Tax Cuts and Jobs Act of2017 requires taxpayers to capitalize and amortize, rather than deduct, research and experimental, or R&E, expenditures under section174 for tax years beginning after* December 31, 2021.This rule became effective for the Company during the prior year ended November 30, 2023and resulted in the capitalization for income tax purposes of R&E costs of $2.0 million. During the current year ended November 30, 2024,the capitalization for income tax purposes of R&E costs is $2.5 million. The Company will amortize these costs for tax purposes over5* years if the R&E was performed in the U.S. and over15 years if the R&E was performed outside the U.S.

F-25

Royalty Payment

Pursuant to the Purchase and Sale Agreement, dated* April 13, 2018,and further amended on December 19, 2019,the Company was committed to a minimum royalty payment of less than $0.1 million per year. Royalties onCO2* pistols were to be paid for so long as patents remain effective. Royalties on the fintail projectiles (and any improved versions thereof) will be paid so long as patents remain effective at a rate of 4% of the agreed upon Stipulated Net Price for fintail projectile products. On* January 7, 2022,the Company and its former CTO agreed to waive all future rights and entitlements under such agreement, including without limitation any right, title, or interest in the intellectual property or royalty fees except for those on the fintail projectiles. In exchange for the royalty termination, the Company agreed to grant 200,000 RSU's on August 3, 2022,which then vests intwo* years from* January 7, 2022.In June 2023,the Company and the former CTO agreed to accelerate the vesting of the 200,000 RSUs, and the Company recognized stock compensation expense of $1.0 million associated with the RSUs during the year ended November 30, 2023.*

In the ordinary course of its business, the Company* maybe subject to certain other legal actions and claims, including product liability, consumer, commercial, tax and governmental matters, which mayarise from time to time. The Company doesnot* believe it is currently a party to any pending legal proceedings. Notwithstanding, legal proceedings are subject to inherent uncertainties, and an unfavorable outcome could include monetary damages, and excessive verdicts can result from litigation, and as such, could result in a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows. Additionally, although the Company has specific insurance for certain potential risks, the Company* mayin the future incur judgments or enter into settlements of claims which may*have a material adverse impact on the Company’s business, financial position, results of operations, and/or cash flows.

F-26

The CEO, who is also the Chief Operating Decision Maker, evaluates the business as a single entity, which includes reviewing financial information and making business decisions based on the overall results of the business. As such, the Company’s operations constitute a single operating segment andone reportable segment.

The tables below (in thousands) summarize the Company’s revenue, long-lived assets and total assets as of* November 30, 2024and2023*, respectively by geographic region. The Company’s long-lived assets consist of intangible assets, property and equipment, right of use assets, and deposits for equipment:

The Company is exposed to risks that arise from its use of financial instruments. This note describes the Company’s objectives, policies and processes for managing those risks and the methods used to measure them.

The Company held its cash balances within banks in the US in US dollars and with banks in South Africa in US dollars and South African rand. The value of the South African rand against the US dollar* may*fluctuate with the changes in economic conditions.

F-27

During the years ended* November 30, 2024and2023*, the US dollar weakened in relation to the South African rand, and upon the translation of the Company’s subsidiaries’ revenues, expenses, assets and liabilities, and intercompany loan held in South African rand, respectively. As a result, the Company recorded a translation adjustment loss of $0.6 million and $0.4 million primarily related to the South African rand during the years ended* November 30, 2024and2023*, respectively.

The Company’s South African subsidiary's revenues, cost of goods sold, operating costs and capital expenditures are denominated in South African rand. Consequently, fluctuations in the US dollar exchange rate against the South African rand increases the volatility of sales, cost of goods sold and operating costs and overall net earnings when translated into US dollars. The Company isnot using any forward or option contracts to fix the foreign exchange rates. Using a 10% fluctuation in the US exchange rate, the impact on the loss and stockholders’ equity (deficit) isnot material.

Credit risk is the risk thatone party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The financial instruments that potentially subject the Company to credit risk consist of cash and cash equivalents, marketable securities, accounts receivable, and the loan receivable from Byrna LATAM. The Company maintains cash and cash equivalents with high credit quality financial institutions located in the US and South Africa. The Company maintains cash and cash equivalents balances along with marketable securities with financial institutions in the US in excess of amounts insured by the Federal Deposit Insurance Corporation.

The Company provides credit to its customers in the normal course of its operations. It carries out, on a continuing basis, credit checks on its customers. As of* November 30, 2024*, two of the Company's customers accounted for approximately 36% of total accounts receivable. As of* November 30, 2023*, one customer accounted for 12% of total accounts receivable.

The Company loaned $1.6 million to Byrna LATAM in* January 2023.*The Company determines if an estimate for a credit loss on this loan is needed by considering the financial position of Byrna LATAM, the current economic environment, collections on our accounts receivable balances with Byrna LATAM, as well reasonable and supportable forecasts to support the payment of this loan. The Company reviews these factors quarterly to determine if any adjustments are needed.

(3) Exhibits.

The following exhibits are filed as part of this Annual Report on Form 10-K. Where such filing is made by incorporation by reference to a previously filed document, such document is identified.