GNSS 8-K
Genasys Inc. (GNSS)
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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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 1.01 Entry into a Material Definitive Agreement.
On December 19, 2025, Genasys Inc., a Delaware corporation (the “Company”), entered into an Amended and Restated Cooperation Agreement (the “A&R Cooperation Agreement”) with Nicoya Capital LLC, Nicoya Fund LLC and Nicoya Genasys-SPV LLC (collectively, the “Investor Parties”), affiliates of Company director R. Rimmy Malhotra, which amended and restated the terms of the Cooperation Agreement, dated as of January 14, 2025, by and between the Company and the Investor Parties. In connection with the A&R Cooperation Agreement, the Company agreed to, among other things, nominate Richard S. Danforth, Susan Lee Schmeiser, William H. Dodd, W. Craig Fugate and Mr. Malhotra for election to the Board of Directors of the Company (the “Board”) at the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and to collaborate with the Investor Parties in good faith to identify a mutually acceptable nominee for membership on the Board to serve as a director and be appointed as Chair of the Audit Committee of the Board, subject to securities laws and exchange rules. The A&R Cooperation Agreement also provides for Richard H. Osgood III and Mark Culhane to serve on the Company’s strategic advisory committee beginning with the date of the 2026 Annual Meeting, and for Mr. Malhotra to serve as interim Chair of the Audit Committee in the event a mutually acceptable nominee is not identified and agreed upon prior to the filing of the Company’s quarterly report for the period ending June 30, 2026.
Pursuant to the A&R Cooperation Agreement, the Investor Parties agreed to abide by certain standstill restrictions during the term of the A&R Cooperation Agreement. The A&R Cooperation Agreement also includes procedures regarding any replacement of Mr. Malhotra during the term of the agreement and a mutual non-disparagement provision. The A&R Cooperation Agreement will remain effective until the earlier of (a) the date that is 15 calendar days prior to the deadline set forth in the Company’s Restated Bylaws for the stockholder nomination of director candidates for election to the Board at the Company’s 2027 Annual Meeting of Stockholders, (b) any material breach of the A&R Cooperation Agreement by the Investor Parties, Mr. Malhotra or any director appointed to replace Mr. Malhotra not being cured within five business days’ written notice by the Company to the Investor Parties; provided that the Company is not then in material breach of the A&R Cooperation Agreement, or (c) applicable at any time beginning with the 2026 Annual Meeting, five days after the resignation of Mr. Malhotra from the Board and simultaneous delivery by the Investor Parties to the Company of a written representation that the Investor Parties irrevocably waive their right to appoint a director to replace Mr. Malhotra.
The A&R Cooperation Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description of the A&R Cooperation Agreement is only a summary, does not purport to be complete, and is qualified in its entirety by reference to Exhibit 10.1.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
In accordance with the A&R Cooperation Agreement, the Board nominated Messrs. Danforth, Dodd, Fugate and Malhotra and Ms. Schmeiser for election to the Board at the 2026 Annual Meeting. As a result, Mark Culhane will not stand for re-election, which is not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. Mr. Culhane has served as a director since July 2024 and will continue to serve as a director for the remainder of his term until the 2026 Annual Meeting.
Item 7.01 Regulation FD Disclosure.
In accordance with the terms of the First Amendment, dated May 9, 2025, to Term Loan and Security Agreement among the Company, Evertel Technologies, LLC, Zonehaven LLC, Genasys Puerto Rico, LLC, the lenders from time to time party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent, on December 29, 2025, the Company repaid in full the additional $4 million term loan extended pursuant to such amendment, plus related interest and fees. The $15 million term loan extended on May 13, 2024 remains outstanding.
The information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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: |
December 29, 2025 |
By: |
/s/ Richard S. Danforth |
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Richard S. Danforth |
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED OR OMITTED.
AMENDED AND RESTATED COOPERATION AGREEMENT
This AMENDED AND RESTATED COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of December 19, 2025 (the “Effective Date”), by and between Genasys Inc., a Delaware corporation (the “Company”), and the entities set forth in the signature pages to this Agreement (collectively, “Nicoya”) (each of the Company and Nicoya, a “Party” to this Agreement, and collectively, the “Parties”).
RECITALS
WHEREAS, the Parties previously entered into that certain agreement, dated January 14, 2025 (the “Existing Agreement”), pursuant to which the Parties made certain agreements with respect to the composition of the Board of Directors of the Company (the “Board”) and certain other matters;
WHEREAS, the Existing Agreement terminates upon the earliest occurrence of certain events or times specified therein, including fifteen (15) days prior to the deadline for the submission of stockholder nominations for directors of the Board for the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”);
WHEREAS, the Parties agree to extend the effectiveness of the Existing Agreement, subject to certain revised terms and conditions set forth in this Agreement;
WHEREAS, in order to effect such revised terms and conditions, the Parties mutually desire to amend and restate the Existing Agreement in its entirety;
WHEREAS, the Company acknowledges that the current operative charter of the Compensation Committee of the Board allows the Committee to make executive compensation decisions exclusively on an advisory basis to the Board, except as explicitly outlined in such charter; and
WHEREAS, the Board has deemed it in the best interests of the Company to enter into this Agreement and has authorized the Company to enter into this Agreement (the “Resolutions”).
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound hereby, agree as follows:
This Agreement is effective on the date hereof and shall terminate on the earlier of (a) fifteen (15) days prior to the deadline for the submission of shareholder nominations for directors for the 2027 Annual Meeting pursuant to the Restated Bylaws of the Company, (b) any material breach of this Agreement by Nicoya, the Nicoya Appointee or any Nicoya Replacement Director upon five (5) business days’ written notice by the Company to Nicoya if such breach has not been cured by the end of such notice period; provided that the Company is not in material breach of this Agreement at the time such notice is given or during the notice period, or (c), applicable at any time beginning with the 2026 Annual Meeting, five (5) days after the resignation of the Nicoya Appointee and simultaneous delivery by Nicoya to the Company of a written representation that Nicoya irrevocably waives its right to appoint a Nicoya Replacement Director. For the sake of clarity, the Nicoya Appointee shall have no right to resign, appoint a Nicoya Replacement Director and subsequently terminate the Agreement under this Section 2(c).
The Company represents and warrants to Nicoya that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, and assuming due execution by each counterparty hereto, constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) prior to entering into this Agreement, the Board was composed of seven (7) directors and there are no vacancies on the Board, and (d) the execution, delivery and performance of this Agreement by the Company does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to the Company, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document or material agreement to which the Company is a party or by which it is bound.
Nicoya represents and warrants to the Company that (a) the authorized signatory of Nicoya set forth on the signature page hereto has the power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind Nicoya thereto, (b) this Agreement has been duly authorized, executed and delivered by Nicoya, and assuming due execution by each counterparty hereto, is a valid and binding obligation of Nicoya, enforceable against Nicoya in accordance with its terms except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, (c) the execution of this Agreement, the consummation of any of the transactions contemplated hereby, and the fulfillment of the terms hereof, in each case in accordance with the terms hereof, will not conflict with, or result in a breach or violation of the organizational documents of Nicoya as currently in effect, (d) the execution, delivery and performance of this Agreement by Nicoya does not and will not (i) violate or conflict with any law, rule, regulation, order, judgment or decree applicable to Nicoya, or (ii) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would constitute such a breach, violation or default) under or pursuant to, or result in the loss of a material benefit under, or give any right of termination, amendment, acceleration or cancellation of, any organizational document, agreement, contract, commitment, understanding or arrangement to which such member is a party or by which it is bound, (e) Nicoya and the Nicoya Appointee collectively beneficially own an aggregate of 1,777,460 shares of Common Stock, including, for these purposes, unvested restricted stock units, and (f) except as set forth in the preceding clause (e), Nicoya does not have any other beneficial ownership of, or economic exposure to, any Common Stock, nor does it currently have or have any right to acquire any interest in any other securities of the Company (or any rights, options or other securities convertible into or exercisable or exchangeable (whether or not convertible, exercisable or exchangeable immediately or only after the passage of time or the occurrence of a specified event) for such securities or any obligations measured by the price or value of any securities of the Company or any of its controlled Affiliates, including any swaps or other derivative arrangements designed to produce economic benefits and risks that correspond to the ownership of Common Stock, whether or not any of the foregoing would give rise to beneficial ownership (as determined under Rule 13d 3 promulgated under the Exchange Act), and whether or not to be settled by delivery of Common Stock, payment of cash or by other consideration, and without regard to any short position under any such contract or arrangement).
The Company will file a Current Report on Form 8-K with the SEC disclosing the execution and terms of this Agreement within four (4) business days of the Effective Date.
Each of Nicoya, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto may occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such injury may not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that Nicoya, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to seek specific enforcement of, and injunctive relief to prevent any violation of, the terms hereof, and the other Party hereto will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity. This Section 7 is not the exclusive remedy for any violation of this Agreement.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.
Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon confirmation of receipt, when sent by email (provided such confirmation is not automatically generated); or (c) two (2) business days after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses and facsimile numbers for such communications shall be:
If to the Company:
Genasys Inc.
16262 West Bernardo Drive
San Diego, California 92127
Attn: Richard Danforth
Email: [email protected]
with a copy (which shall not constitute notice) to:
Hill Ward Henderson
101 E Kennedy Boulevard
Tampa, Florida 33602
Attn: Roland S. Chase
Email: [email protected]
If to Nicoya or any member thereof:
[***]
[***]
Attention: R. Rimmy Malhotra
Email: [***]
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof that would result in the application of the law of another jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns, shall be brought and determined exclusively in the Delaware Court of Chancery and any state appellate court therefrom within the State of Delaware (or, if the Delaware Court of Chancery declines to accept jurisdiction over a particular matter, any federal court within the State of Delaware). Each of the Parties hereto hereby irrevocably submits with regard to any such action or proceeding for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement in any court other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert in any action or proceeding with respect to this Agreement, (a) any claim that it is not personally subject to the jurisdiction of the above-named courts for any reason, (b) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) to the fullest extent permitted by applicable legal requirements, any claim that (i) the suit, action or proceeding in such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.
This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).
During the term of this Agreement, the Company and Nicoya shall refrain from making, and shall cause its Covered Persons not to make or cause to be made any public written or public oral statement or announcement (including any statement or announcement that can reasonably be expected to become public) (each, a “Statement”) that constitutes an ad hominem attack on, or that otherwise disparages, defames, impugns, or is reasonably likely to damage the reputation of (i) in the case of any Statement by Nicoya or their Covered Persons: the Company, any of its Affiliates or any of its or their respective current or former Covered Persons; and (ii) in the case of any Statement by the Company or its Covered Persons: Nicoya, any of their respective Affiliates or any of their respective current or former Covered Persons. The foregoing shall not (x) restrict the ability of any Party or its Covered Persons to comply with any subpoena or other legal process or respond to a request for information from any governmental or regulatory authority with jurisdiction over such Party or Covered Person or to enforce such Party’s rights under this Agreement or (y) apply to any private communication among Nicoya and their Affiliates, Covered Persons and representatives (in their respective capacities as such), on the one hand, and among the Company and its Affiliates, Covered Persons and representatives (in their respective capacities as such), on the other hand. For purposes of clarification, this Section 13 shall not prohibit Nicoya from communicating with its clients and investors in a manner that is consistent with ordinary course communications, is not intended to result in a public dissemination, does not otherwise violate any applicable laws, and is factual and accurate.
Nicoya acknowledges that it is aware, and will advise each of its representatives who are informed as to the matters that are the subject of this Agreement, that the United States securities laws may prohibit any person who directly or indirectly has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell such securities.
This Agreement contains the entire understanding of the Parties with respect to its subject matter. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and Nicoya. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to Nicoya, the prior written consent of the Company, and with respect to the Company, the prior written consent of Nicoya. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities. This Agreement shall terminate at the end of the term of this Agreement, as set forth in Section 2, except provisions of Sections 7, 10, 15 and 16, which shall survive such termination.
[Signature page follows]
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.
GENASYS INC.
By: /s/ Richard Danforth
Name: Richard Danforth
Title: Chief Executive Officer
NICOYA CAPITAL LLC
By: /s/ R. Rimmy Malhotra
Name: R. Rimmy Malhotra
Title: Managing Member
NICOYA FUND LLC
By: /s/ R. Rimmy Malhotra
Name: R. Rimmy Malhotra
Title: Managing Member
NICOYA GENASYS-SPV LLC
By: /s/ R. Rimmy Malhotra
Name: R. Rimmy Malhotra
Title: Managing Member
[Signature Page to Amended and Restated Cooperation Agreement]