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): October 4, 2023

GENASYS INC.

(Exact Name of Registrant as Specified in 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)

Not applicable

(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))

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

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. ☐

Item 3.02

Unregistered Sales of Equity Securities.

As previously reported, on September 20, 2023, Genasys Inc., a Delaware corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Word Systems Operations, LLC, an Indiana limited liability company (“Seller”), and Evertel Technologies, LLC, a Nevada limited liability company (“Evertel”), pursuant to which the Company acquired all of the membership interests of Evertel (the “Transaction”). On October 4, 2023, the Company, Seller, and Evertel completed the transactions as contemplated by the Purchase Agreement (the “Closing”).

Pursuant to the terms of the Purchase Agreement, at the Closing, the Company issued to Seller 986,486 shares of the Company’s common stock as partial payment of the purchase price in the Transaction. The issuance of the common stock by the Company to Seller was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

Item 7.01

Regulation FD Disclosure.

On October 4, 2023, the Company issued a press release regarding the Closing of the Transaction. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 7.01.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Item 8.01

Other Events.

On October 4, 2023, the Company announced the closing of an underwritten public offering of its common stock (the “Offering”), which included the issuance and sale of 5,750,000 shares of common stock, which includes 750,000 shares of common stock sold in the Offering pursuant to the full exercise of Roth Capital Partners, LLC’s and Joseph Gunnar & Co., LLC’s (the “Underwriters”) option to purchase additional shares pursuant to that certain Underwriting Agreement (the “Underwriting Agreement”) with the Underwriters. A description of the Underwriting Agreement is included in Item 1.01 of the Current Report on Form 8-K filed by the Company on September 28, 2023 and is incorporated into this Item 8.01 by reference.

The net proceeds to the Company from the Offering were approximately $10,585,000, including the net proceeds from the option shares and deducting underwriting discounts and estimated offering expenses payable by the Company. The Company intends to use the net proceeds of the Offering for general corporate purposes, including funding organic growth, working capital, capital expenditures, and continued research and development with respect to products and technologies, as well as costs related to post-closing integration with the Company of the Evertel business and research and development activities related to the integrated business.

The shares of common stock are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-274161) declared effective by the Securities and Exchange Commission (“SEC”) on August 29, 2023.

On October 4, 2023, the Company issued a press release announcing the closing of the Offering and the full exercise of the Underwriters’ option to purchase additional shares. The press release is filed as Exhibit 99.2 to this Current Report on Form 8-K.

Neither this Current Report on Form 8-K nor the press release shall constitute an offer to sell nor the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Offering may only be made by means of a prospectus supplement and related base prospectus.

This Current Report on Form 8-K and the related press release contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company cautions investors that there can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. The words “believe,” “will,” “should,” “expect,” “intend,” “estimate,” “look forward” and “anticipate,” variations of such words and similar expressions identify forward-looking statements, but their absence does not mean that a statement is not a forward-looking statement. A further list and description of these and other factors, risks and uncertainties can be found in the Company’s most recent annual report, any subsequent quarterly and current reports, and certain other filings, filed with the SEC. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits.

99.1	Press Release of Genasys Inc., issued October 4, 2023, announcing the closing of the Evertel Transaction
99.2	Press Release of Genasys Inc., issued October 4, 2023, announcing the closing of the public offering
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 hereunto duly authorized.

Date: October 4, 2023	GENASYS INC.

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

Exhibit 99.1

Genasys Completes Acquisition of Evertel

Genasys and Evertel Strengthen Protective Communications with Enhanced Agency Collaboration

SAN DIEGO, CA – October 4, 2023 – Genasys Inc. (NASDAQ: GNSS), the global leader in protective communications systems and solutions, today announced that it has completed the acquisition of Evertel Technologies, the leading cross-agency collaboration platform for public safety.

“As the complexity, intensity, and frequency of disasters increase, mass notification is no longer adequate. Protective communications must be a stronger, strategic pillar that incorporates planning and collaboration across first responder agencies while also efficiently relaying that information to the affected community” said Richard Danforth, Chief Executive Officer of Genasys Inc. “Evertel’s solution set is complementary to the Genasys Protect platform as it expands proactive planning and real-time collaboration to accelerate emergency response time and improve execution.”

“The Evertel team is excited to join forces with Genasys” said Chief (Ret.) Jeff Halstead, President & co-founder of Evertel. “The synergy between our teams, product alignment and customer focused operating principles make our companies very complementary to drive adoption of compliant communication practices in mission critical operations.”

Planning, collaboration, and communication are key aspects of inter and intra agency partnership to mitigate and respond to an emergency. With the combined Genasys Protect and Evertel solution set, our customers will benefit from an extensive toolset for the entire lifecycle of an incident. Operating as a virtual Emergency Operations Center (EOC), the combined platform will be an extension of the tools that first responders use daily to drive response efficiency. Advanced post action analytics offered on the platform make it possible to enhance planning for the next incident. The partnership of Genasys Protect and Evertel is creating a new era of compliant collaboration and communication redundancy.

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.

About Evertel Technologies
Evertel is a secure & compliant mission-critical collaboration platform for the public safety market that brings the right people, information, and tools together in one space. Our intuitive platform helps agencies of all sizes—small towns, big cities, and everything in between—to work together more effectively to protect their communities and save lives.

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

###

Exhibit 99.2

Genasys Announces Closing of $10 Million Public Offering of Common Stock

SAN DIEGO – Oct. 4, 2023 (GLOBE NEWSWIRE) – Genasys Inc. (“Genasys” or the “Company”) (Nasdaq: GNSS), the leader in Protective Communications solutions, today announced the closing of its previously announced underwritten public offering of 5,750,000 shares of its common stock at a public offering price of $2.00 per share of common stock, which includes the full exercise of the underwriters’ option to purchase 750,000 additional shares of common stock to cover over-allotments. The Company received gross proceeds of approximately $11.5 million from the offering, before underwriting discounts and commissions and offering expenses.

Roth Capital Partners acted as the sole book-running manager and Joseph Gunnar & Co., LLC acted as co-manager for the offering.

The Company intends to use the net proceeds from this offering for general corporate purposes, including funding organic growth, working capital, capital expenditures, and continued research and development with respect to products and technologies, as well as costs related to post-closing integration with the Company of the Evertel business and research and development activities related to the integrated business.

A shelf registration statement on Form S-3 (File No. 333-274161) relating to the shares of common stock to be issued in the proposed offering was filed with the Securities and Exchange Commission (the “SEC”) and is effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Copies of the preliminary prospectus supplement and accompanying prospectus have been filed with the Securities and Exchange Commission and may be obtained from Roth Capital Partners, LLC, 888 San Clemente, Suite 400, Newport Beach, CA 92660, (800) 678-9147 or by accessing the SEC's website, www.sec.gov.

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.

Safe Harbor / 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

Document And Entity Information	Oct. 04, 2023
Document Information [Line Items]
Entity, Registrant Name	GENASYS INC.
Document, Type	8-K
Document, Period End Date	Oct. 04, 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
Title of 12(b) Security	Common stock
Trading Symbol	GNSS
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000924383