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
Date of Report (Date of earliest event reported): August 16, 2021
Genasys Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-24248 | 87-0361799 |
|---|---|---|
| (State or Other Jurisdiction of<br><br> <br>Incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2021, Genasys Inc. (the “Company”) announced the appointment of Susan Lee and Caltha Seymour to the Board of Directors (the “Board”) of the Company effective September 1, 2021, with each of their respective terms continuing until the Annual Meeting of Stockholders of the Company in 2022 and until their respective successors are duly elected and qualified, unless Ms. Lee or Seymour sooner dies, retires or resigns. The Board has determined that each of Ms. Lee and Ms. Seymour satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market.
Each of Ms. Lee and Ms. Seymour 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. Each of Ms. Lee and Ms. Seymour will receive a pro-rated initial RSU grant of 17,500 shares of common stock based on the date of their appointment Board.
In addition, it is anticipated that each of Ms. Lee and Ms. Seymour 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 either of Ms. Lee or Ms. Seymour and any other person pursuant to which Ms. Lee or Ms. Seymour was selected to serve on the Board. There are no family relationships between either of Ms. Lee or Ms. Seymour and any director or executive officer of the Company, and neither of Ms. Lee nor Ms. Seymour has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure
On August 18, 2021, the Company issued a press release announcing the appointment of Ms. Lee and Ms. Seymour to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
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 of 1933, as amended, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 | Press Release of Genasys Inc., dated August 18, 2021 |
|---|---|
| 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: August 18, 2021
| Genasys Inc. | |
|---|---|
| By: | /s/ Dennis D. Klahn |
| Dennis D. Klahn | |
| Chief Financial Officer |
ex_277277.htm
Exhibit 99.1
Genasys Inc. Appoints Susan Lee and Caltha Seymour to Board of Directors
SAN DIEGO, Aug. 18, 2021 (GLOBE NEWSWIRE) -- Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions, today announced Susan Lee and Caltha Seymour have been appointed to the Company’s Board of Directors (Board) effective September 1, 2021.
"We welcome Ms. Lee and Ms. Seymour to the Company's Board," said Richard Danforth, Chief Executive Officer of Genasys Inc. "They each bring extensive senior executive experience from diverse business backgrounds that will be most beneficial in expanding our worldwide business and increasing shareholder value."
Ms. Lee brings more than 20 years of experience in digital marketing software, media, data analytics, and strategic partnerships to the Board. Lee currently serves as Group President of Digital Marketing & Technology Solutions at Vericast, a MacAndrews & Forbes company. Previously, Lee served as Chief Product Officer and Senior Executive Vice President, Product, at Vericast. Before that, Lee was Senior Vice President, Business Development and Strategy at Valassis, a leader in marketing technology and consumer engagement. Lee came to Valassis through the MacAndrews & Forbes acquisition of technology startup to IPO Maxpoint Interactive (MXPT), an innovative digital advertising and marketing technology company, where Lee served as Vice President, Corporate Development & Strategy.
Prior to serving at the MacAndrews & Forbes companies, Lee served as a Vice President at Univision and MTV Networks, and an Associate in the Strategic Planning Group at The Walt Disney Company. Ms. Lee earned a BA in Economics from New York University and an MBA in General Management from Harvard Business School.
"Genasys is on pace for a record setting year," commented Ms. Lee. "Its unique line-up of critical communications systems, and the strong market demand for government and enterprise solutions that help keep people safe, make this an exciting time to join the company. I look forward to working with Richard and the team to leverage my experience and advance the company’s strategic agenda."
Ms. Seymour has a proven track record of cross-functional leadership in global industry, government, education, and sports, including finding opportunities for scaling growth and enhancing strategic value. Seymour currently serves as a Global Senior Manager for Eaton Corporation, a diversified, multinational power management solutions company. Seymour previously served as National Distribution Channel Manager at Eaton Corporation's Industrial Controls Division and as Global Program Manager of Eaton Corporation's Vehicle Group.
Seymour served at the United States Military Academy at West Point, NY as Operations Director and Center for Enhanced Performance Instructor, and also consulted with the National Football League in its player development programs. An elite professional athlete and a member of the Jamaican national team from 2005 – 2008, Seymour medaled in the hammer throw in three national championships and won 14 international competitions. Ms. Seymour earned a BA in Education Management from the University of Delaware, an MS in Sports Administration from Delaware State University, and a Global MBA in International Business from Tulane University.
"Genasys is building a robust pipeline and backlog of contracts to further scale its business and drive future growth," Ms. Seymour commented. "As a leader in its market, the company is well positioned to meet the many critical communications challenges businesses and governments are facing. I look forward to bringing my global business experience as a product and operations leader to the board."
About Genasys Inc.
Genasys™ is a global provider of critical communications systems and solutions that help keep people safe. Genasys provides a multichannel approach to deliver geo-targeted alerts, notifications, instructions and information before, during and after public safety threats and critical business events. The Company's unified critical communications platform includes Genasys Emergency Management (GEM) applications, National Emergency Warning Systems (NEWS), Integrated Mass Notification Systems (IMNS), LRAD® long-range voice broadcast systems, Zonehaven™ public safety resources, and more.
Genasys systems are in service in more than 100 countries in a range of diverse applications, including public safety, emergency warning, mass notification, critical event management, defense, law enforcement, homeland security, and other applications. 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 Section 21E of the Securities Exchange Act of 1934. 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 health crises or outbreaks of disease, such as epidemics or pandemics and how they 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, 2020. Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.
Investor Relations Contact
Kimberly Rogers
Hayden IR
ir@genasys.com