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): September 18, 2023

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, $.00001 par value per share	GNSS	NASDAQ Capital Market

Item 7.01

Regulation FD Disclosures.

On September 18, 2023, Genasys Inc. (the “Company”) issued a press release that included an update to the Company’s fiscal 2023 fourth quarter and fiscal 2023 full year revenue guidance. A copy of the press release is included in this Current Report on Form 8-K as Exhibit 99.1 and is furnished herewith.

The information in this Item 7.01 (including Exhibit 99.1) is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, whether made before or after the date of this report, except as shall be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits*.

(d)

Exhibits

Exhibit 99.1 – Press release of Genasys Inc. dated September 18, 2023.

Exhibit 104 - The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: September 18, 2023
	Genasys Inc.

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

Exhibit 99.1

Genasys Comments on Expanding Pipeline for Protective Communications

Company Updates Near Term Outlook

SAN DIEGO, CA – September 18, 2023 – Genasys Inc. (NASDAQ: GNSS), the global leader in protective communications systems and solutions, today provided additional information on the diverse need for Protective Communications in both enterprise and the public safety sectors that is resulting in an unprecedented growth in the Company’s sales pipeline.

Recent natural disasters in Hawaii, Libya, Morrocco, California, Florida, and so many other places are accentuating the liability and responsibility that safety officers and public officials bear in the management of crises and emergencies. Genasys is proud to provide its Genasys Protect platform, the most comprehensive offering and modern toolset available to those charged with the responsibility of protecting their employees and constituents.

“Only Genasys provides a complete suite of both hardware and software solutions to enable safety managers and first responders to protect their employees and constituents” said Richard Danforth, Chief Executive Officer of Genasys Inc. “Since 2005, we have supplied the DOD with more than 5,000 LRAD systems, becoming the industry standard and since 2013, we have shipped and installed more than 2,000 cloud operated, integrated acoustic mass notification systems in Australia, Canada, Japan, Puerto Rico, and United States. Now, with intelligent zone-based modeling, planning and communication software, Genasys Protect expands Genasys’ portfolio to be the mission critical tool for both private and public sector to prepare them for any ‘What If’ scenarios. Recent events are actively proving that out. Just one month after the devastation in Maui, three different states have engaged Genasys for state-wide solutions, realizing that they ‘can’t be the next Maui’.”

With fire season in the western United States and hurricane season in the eastern and southern United States and natural disasters occurring around the globe, public safety officials and first responders need the best tools possible to communicate inter- and intra-agency as well as with the public - having one common operating picture and situational awareness from local authorities in the hands of the public. Similarly man-made events are seemingly omnipresent, elevating the responsibility of enterprises to not only be aware of potential threats but to actively plan for the unexpected and the unavoidable. By adopting the Genasys Protect platform, public and private sector can be on one common network to share event data and join forces in an emergency. Crises don’t have boundaries and technology needs to extend and scale to provide reliable communication during emergencies or non-emergencies.

In August 2023, Genasys officially launched the Genasys Protect platform. However, several months prior, several Genasys customers had acquired access to the full suite of software and hardware solutions to provide redundancy in their emergency communications. The result is that just one month post official launch, Genasys has a pipeline of hardware business that is three times the size it was a year prior. Moreover, the Genasys Protect pipeline of deals has grown 156% year over year.

As the opportunities continue to mount, various factors have led to 2023 hardware bookings being difficult to time and close. As we discussed on the August conference call, there has been more than $20 million of expected hardware bookings that moved from 2023 to 2024. Since then, additional bookings that have already been won have shifted out of the current month/quarter. Just recently, an order that is fully funded with US Foreign Military Sales (FMS) funds has been delayed yet again. While it is possible that Genasys could book and ship this order by the end of this month, it is not probable. In a typical year, Genasys sees roughly 15% of its forecasted hardware pipeline shift. In fiscal 2023, it has been over 40%. Importantly, Genasys believes that none of the orders have been lost or cancelled, adding to the substantial increase in identified pipeline.

As a result of these delays, the Company now expects full year revenues to be 15% below the prior year and is reducing its official outlook for fiscal fourth quarter 2023 revenues to be at least $10 million, down from the prior outlook of just a 5% decline from the prior quarter.

“While the hardware bookings delays throughout 2023 have been beyond frustrating, the new bookings strength in our software business combined with the robust hardware pipeline as a result of our dominant global market position gives us confidence that 2024 will be a growth year for Genasys,” said Mr. Danforth. “Moreover, we believe the combination of our Genasys Protect platform with our unique and market leading acoustic devices will lead to acceleration of our hardware revenues, beyond the 20% CAGR that we have historically recognized.”

About Genasys Inc.

Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications Solutions and Systems, designed around one premise: ensuring organizations and public safety agencies are “Ready when it matters™.” The company provides the Genasys Protect platform, the most comprehensive portfolio of preparedness, response, and analytics software and systems, as well as Genasys Long Range Acoustic Devices (LRAD®) that deliver directed, audible voice messages with intelligible vocal clarity from close range to 5,500 meters. Genasys serves state and local governmental agencies, and education (SLED); enterprise organizations in critical sectors such as oil and gas, utilities, manufacturing, and automotive; and federal governments and the military. Genasys Protective Communications Solutions have diverse applications, including emergency warning and mass notification for public safety, critical event management for enterprise companies, de-escalation for defense and law enforcement, and automated detection of real-time threats like active shooters and severe weather. Today Genasys protects over 70 million people globally and is used in more than 100 countries, including more than 500 cities, counties, and states in the U.S. 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. These statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in the forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, including without limitation the business impact of epidemics or pandemics, geopolitical conflict, and other events 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, 2022. Genasys Inc. disclaims any intent or obligation to update those 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

Media Contact:
Anya Nelson
Scratch Marketing + Media for Genasys Inc.
genasyspr@scratchmm.com

###

Document And Entity Information	Sep. 18, 2023
Document Information [Line Items]
Entity, Registrant Name	Genasys Inc.
Document, Type	8-K
Document, Period End Date	Sep. 18, 2023
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