Form 8-K - Current report

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): July 10, 2024

Genasys Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-24248		87-0361799
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

16262 West Bernardo Drive

San Diego, California 92127

(Address of Principal Executive Offices)

858-676-1112

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

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 240.14.a-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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value per share	GNSS	NASDAQ Capital Market

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 10, 2024, the Company announced the appointment of Mark Culhane to the Board of Directors (the “Board”) of the Company effective July 10, 2024, with his term continuing until the Annual Meeting of Stockholders of the Company in 2025 and until his respective successors are duly elected and qualified unless Mr. Culhane sooner dies, retires or resigns. The Board has determined that Mr. Culhane satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market. The Board also appointed Mr. Culhane to serve on the Audit Committee and the Compensation Committee of the Board.

Mr. Culhane will receive director compensation in accordance with the Company’s standard remuneration for its non-employee directors, which provides annual cash compensation of $30,000, paid quarterly, as well as an annual time-vesting restricted stock unit (“RSU”) grant in the amount of up to 30,000 shares of common stock at each Annual Meeting of Stockholders. The annual compensation payable to independent directors is subject to an aggregate cap of $1,250,000, which may reduce the number of shares included in the annual RSU grants. Mr. Culhane will receive a pro-rated initial RSU grant of 20,000 shares of common stock based on the date of his appointment to the Board.

In addition, it is anticipated that Mr. Culhane will enter into the Company’s standard form of indemnification agreement for non-employee directors, a copy of which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 27, 2013, and incorporated herein by reference.

There are no other arrangements or understandings between Mr. Culhane and any other person pursuant to which Mr. Culhane was selected to serve on the Board. There are no family relationships between Mr. Culhane and any director or executive officer of the Company, and Mr. Culhane does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
99.3		Press Release regarding Director Appointments, dated July 11, 2024, issued by the Company
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 thereunto duly authorized.

Date: July 11, 2024

	Genasys Inc.

	By:	/s/ Dennis D. Klahn
		Dennis D. Klahn
		Chief Financial Officer

Exhibit 99.3

Genasys Completes Board of Directors Reconstitution

Elects Mark Culhane to Chair Audit Committee

SAN DIEGO, CA – July 11, 2024 – Genasys Inc. (NASDAQ: GNSS), the global leader in Protective Communications, today announced that it has completed a deliberate reconstitution of its Board of Directors with the appointment of Mark Culhane. Chaired by Rick Osgood, the current Board consists of five outside, independent directors and the Company's CEO, Richard Danforth. Mr. Culhane takes over the vacant Audit Committee Chair position, leveraging more than 30 years of executive finance experience in both public and private companies. Concurrent with Mr. Culhane's addition, existing board member, Caltha Seymour has resigned her position.

After working with Price Waterhouse for 10 years, Mark Culhane served as the Chief Financial Officer (CFO) of numerous public and private companies, including Teradata Corporation, Lithium Technologies, DemandTec, iManage, and SciClone pharmaceuticals. Mark also brings extensive board experience having served as Audit Committee Chair for CallidusCloud and UserZoom as well as board advisory roles for several private companies such as Everwise, Feedzai, and Lastline among others. At this time, Mark’s only professional engagement is with Genasys.

Mr. Culhane stated, "I am excited to join the Genasys Board of Directors. As a resident of San Diego County, I am acutely aware of the numerous challenges Genasys' solutions address. I look forward to working with the executive team to deliver improved visibility and financial consistency and performance."

Genasys' Board of Directors now consists of outside directors Rick Osgood (Chairman), Mark Culhane (Audit Committee Chair), Susan Lee Schmeiser (Director), Senator Bill Dodd (Director) and Craig Fugate (Director). Richard Danforth (CEO and Director) is the sole executive director on the Board.

Each of the Company's Board members brings specific and differentiated expertise to the Company. Rick's breadth of experience and relationships as a co-founder and CEO of investment banks has consistently provided a reasoned perspective in guiding the Board and the Company. As stated in the May 14th press release, Craig's experience with Florida Department of Emergency Management and FEMA, combined with Bill's history as both a small business owner and California state senator, is expected to help the Company accelerate its activity and success with State, Local, and Education (SLED) customers. Susan's experience in digital marketing has been instrumental in expanding and improving the Company's marketing and strategic positioning. Finally, Mark's vast financial experience with companies big and small spanning multiple sectors of technology is expected to bring added insight and support to the Company's financial processes and controls as Genasys continues to grow and diversify its revenue streams.

Commenting on the completed Board constitution, Genasys' CEO Richard Danforth said, "As Genasys enters its next phase of growth driven by rapidly growing software sales that enable further growth in the hardware business, it was imperative to find the right mix of individuals to best facilitate and guide that growth. I am exceptionally pleased with the team that we have assembled and look forward to the progress we will deliver together."

Genasys' Chairman, Rick Osgood had this to say: "Over the past several years, Genasys as a company has chosen to undergo a lot of change. To maximize the benefits of those changes, we felt it necessary to also adjust the Board composition to provide the best advice and oversight possible so as to maximize the benefits of the investments made. The newly formed Board will utilize all of its resources to advise and assist the Company to deliver on its obligation of lasting improvement in shareholder value."

About Genasys Inc.

Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications. Incorporating the most comprehensive portfolio of preparedness, response, and analytics software and systems, as well as the Company’s Long Range Acoustic Devices (LRAD®), the Genasys Protect platform is designed around one premise: ensuring organizations and public safety agencies are “Ready when it matters™.” Protecting people and saving lives for over 40 years, Genasys covers more than 70 million people in over 100 countries worldwide, including more than 500 U.S. cities. For more information, visit genasys.com.

Forward-Looking Statements

Except for historical information contained herein, the matters discussed are forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. You should not place undue reliance on these statements. We base these statements on particular assumptions that we have made in light of our industry experience, the stage of product and market development as well as our perception of historical trends, current market conditions, current economic data, expected future developments and other factors that we believe are appropriate under the circumstances. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in any forward-looking statement. The risks and uncertainties in these forward-looking statements include without limitation the business impact of geopolitical conflicts, epidemics or pandemics, and other causes that may affect our supply chain, and other risks and uncertainties, many of which involve factors or circumstances that are beyond the Company’s control. Risks and uncertainties are identified and discussed in our filings with the Securities and Exchange Commission. These forward-looking statements are based on information and management’s expectations as of the date hereof. Future results may differ materially from our current expectations. For more information regarding other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2023. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.

Investor Relations Contact

Brian Alger, CFA

SVP, IR and Corporate Development

ir@genasys.com

(858) 676-0582

Genasys Media Contact

Lauren Ames

Aircover Communications

lauren.ames@aircoverpr.com

Document And Entity Information	Jul. 10, 2024
Document Information [Line Items]
Entity, Registrant Name	Genasys Inc.
Document, Type	8-K
Document, Period End Date	Jul. 10, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-24248
Entity, Tax Identification Number	87-0361799
Entity, Address, Address Line One	16262 West Bernardo Drive
Entity, Address, City or Town	San Diego
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92127
City Area Code	858
Local Phone Number	676-1112
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity, Emerging Growth Company	false
Title of 12(b) Security	Common stock
Trading Symbol	GNSS
Security Exchange Name	NASDAQ
Amendment Flag	false
Entity, Central Index Key	0000924383