Genasys Inc 8-K, filed Sep 14, 2026
Genasys Inc. (GNSS)
About this 8-K
Genasys Inc filed this 8-K on September 14, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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. ☐
1.01 Entry into a Material Definitive Agreement.
On September 14, 2026, Genasys Inc. (the “Company”) entered into, and closed on, a First Amendment to Loan Agreement (the “First Amendment”) with Maran Partners Fund, LP, a Delaware limited partnership (the “Lender”), to amend that certain Loan Agreement, dated as of June 9, 2026, between the Company and the Lender (as amended, the “Loan Agreement”), pursuant to which the Lender had extended an unsecured term loan to the Company in the principal amount of $4,300,000 (the “Term Loan”). Concurrently with closing on the First Amendment, the Company repaid $800,000 of such principal amount. Giving effect to such repayment, the principal amount outstanding under the Term Loan is $3,500,000.
Among other things, the First Amendment (i) extended the maturity date of the Term Loan from September 14, 2026 to October 30, 2026 and (ii) reduced the advance notice required for optional prepayments, permitted under the Loan Agreement subject to the terms contained therein, from 30 days to 3 business days. The First Amendment imposed an amendment fee of $92,500 on the Company, which was paid at closing.
Except as set forth above, the First Amendment did not modify the material terms of the Loan Agreement, which contains customary representations and warranties of the Company, affirmative and negative covenants (including, without limitation, restricting the Company from certain distributions, indebtedness, fundamental changes, sales of assets, and redemptions), Events of Default (including a change of control) and remedies thereupon, indemnification obligations of the Company, and other obligations and rights of the parties. The Loan Agreement also provides for mandatory prepayment of the Loan upon the occurrence of certain events, including a change of control of the Company, certain asset sales outside the ordinary course of business, and certain equity issuances.
The foregoing description of the First Amendment is qualified by reference to the full text of the First Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The First Amendment has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the First Amendment were made only for purposes of the First Amendment and as of specific dates, were solely for the benefit of the Lender, are subject to limitations agreed upon by the parties thereto, and should not be relied upon by investors.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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10.1 |
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104 |
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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.
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Genasys Inc. |
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Date: |
September 14, 2026 |
By: |
/s/ Cassandra L. Hernandez-Monteon |
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Cassandra L. Hernandez-Monteon |
FIRST AMENDMENT TO LOAN AGREEMENT
This FIRST AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of September 14, 2026 (the “Amendment Effective Date”), by and between GENASYS INC., a Delaware corporation, with its principal offices at 16262 West Bernardo Drive, San Diego, CA 92127 (“Borrower”), and MARAN PARTNERS FUND, LP, a Delaware limited partnership with an address of c/o La Plata Capital LLC, 90 Madison Street, Suite 303, Denver, CO 80206 (“Lender”).
RECITALS
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
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“2.7. Maturity Date. The Maturity Date shall be October 30, 2026.”
“2.9. Prepayment. Provided that Borrower (a) has obtained the prior written consent of the required lender(s) and/or the agent under the Amended Whitebox Facility, and (b) has delivered Lender three (3) Business Days advance written notice, including the amount and date of the proposed prepayment, Borrower may prepay the Loan at any time in increments of no less than Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00).”
“11.3. Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflicts of law principles. If there is a lawsuit, Borrower and Lender agree to submit to the exclusive jurisdiction of the courts of the City and County of Denver, State of Colorado.”
“Amended Whitebox Facility. The term “Amended Whitebox Facility” means that certain Term Loan and Security Agreement by and among the Company, as Borrower, the Guarantors named therein, as Guarantors, the Lenders from time to time party thereto, as Lenders, and Cantor Fitzgerald
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Securities, as Collateral Agent and Administrative Agent, dated as of May 13, 2024, as amended by the First Amendment to Term Loan and Security Agreement, dated May 9, 2025, and as amended by the Second Amendment to Term Loan and Security Agreement, dated May 12, 2026, and as amended by the Third Amendment to Term Loan and Security Agreement, dated July 13, 2026.”
Borrower hereby represents and warrants to Lender as of the Amendment Effective Date as follows:
In consideration of Lender’s agreement to enter into this Amendment, Borrower shall pay the following fee concurrently with the execution and delivery of this Amendment:
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This Amendment shall become effective upon the satisfaction (or waiver by Lender in its sole discretion) of each of the following conditions precedent:
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK — SIGNATURE PAGES FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Loan Agreement to be duly executed and delivered as of the date first written above.
BORROWER:
GENASYS INC.
By: /s/ Richard Danforth
Name: Richard Danforth
Title: Chief Executive Officer
LENDER:
MARAN PARTNERS FUND, LP
By: Maran Partners GP, LLC
Its: General Partner
By: /s/ Daniel Roller
Name: Daniel J. Roller
Title: Managing Member
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