8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Genasys Inc.

(Exact name of Registrant as Specified in Its Charter)

(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 240.14a-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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 4, 2025, Richard H. Osgood III, notified the Board of Directors (the “Board”) of Genasys Inc. (the “Company”) that he will not stand for re-election at the Company’s 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Mr. Osgood will continue to serve as a director for the remainder of his term until the Annual Meeting. His decision not to stand for re-election was not the result of any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Mr. Osgood has served as a director since 2013 and as Chairman since 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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.

EX-99.1

Genasys Inc. Announces Richard Osgood III to Move to

Strategic Advisory Board

SAN DIEGO, CA – December 10, 2025 – Genasys Inc. (NASDAQ: GNSS), the global leader in Protective Communications, today announced that Richard Osgood III will move from the board of directors to the company’s Strategic Advisory Board following Genasys’ fiscal 2026 annual meeting of stockholders expected to be held in March. Mr. Osgood has served on the board since July 2013 and as chairman since November 2021.

Richard Danforth, Chief Executive Officer of Genasys Inc., stated, “On behalf of Genasys and the board, we express our sincere gratitude to Rick for his distinguished service. His dedicated leadership, strategic insights, and global business perspective have been tremendous assets to the board and the company. For more than 12 years, he has championed our efforts to build a full suite of lifesaving Protective Communication solutions. We appreciate Rick’s willingness to continue serving in his role until our next annual meeting and joining our Strategic Advisory Board.”

Mr. Osgood served as Head of Equity Capital Markets for Wedbush Securities until his retirement in 2012. He joined Wedbush Securities when it acquired Pacific Growth Equities, which Mr. Osgood founded in 1991. Prior to founding Pacific Growth Equities, Mr. Osgood was the Head of Capital Markets, Sales and Trading at Volpe, Welty and Company, a company he co-founded in 1986.

“It has been an honor to serve on the board and work with Richard and fellow board members on building Genasys into the full-featured Protective Communications leader. “I’m proud of what we’ve accomplished and look forward to serving on Genasys’ Strategic Advisory Board,” Mr. Osgood concluded.

About Genasys Inc.

Genasys Inc. (NASDAQ: GNSS) is the global leader in Protective Communications. Incorporating the most comprehensive portfolio of preparedness, response, and analytics software and hardware systems, including the Company’s Long Range Acoustic Device® (LRAD®), the Genasys Protect® platform is designed around one premise: ensuring organizations and public safety agencies are Ready when it matters®. Protecting people and saving lives for over 40 years, Genasys covers more than 155 million people in all 50 states and in over 100 countries worldwide. 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in any forward-looking statement. The risks and uncertainties in these forward-looking statements include without limitation the business impact of geopolitical conflicts and other causes that may affect our supply chain, and other risks and uncertainties, including the historical inconsistency of previous hardware orders, 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, 2024 and 10-Q for the fiscal quarter ended June 30, 2025. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.

Investor Relations Contact

Scott Liolios and Clay Liolios Gateway Group, Inc. (949) 574-3860 GNSS@gateway-grp.com