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): November 11, 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 November 11, 2021, the Company received written notice from Daniel H. McCollum of his resignation from the Board of Directors of the Company (the “Board”) and from all Board committees on which he serves. Mr. McCollum’s resignation is not related to any disagreement with the Company or due to any matter relating to the Company’s operations, policies or practices, including accounting principles and practices. Concurrent with his resignation from the Company’s Board, Mr. McCollum and the Company entered into a Board Adviser Agreement (the “Adviser Agreement”), which is effective as of Mr. McCollum’s resignation. Pursuant to the Adviser Agreement, Mr. McCollum will join the Company’s Strategic Advisory Board, the Company will issue to Mr. McCollum an option to purchase 50,000 shares of the Company’s common stock, which option will vest in equal quarterly installments over the first year following grant, and Mr. McCollum will receive a retainer of $15,000 for his service. This summary of the Adviser Agreement is qualified in its entirety by reference to the full text of the Adviser Agreement, a copy of which the Company plans to file as an exhibit to its Form 10-K for the fiscal year ended September 30, 2021.
| Item 7.01 | Regulation FD Disclosure |
|---|
On November 15, 2021, the Company issued a press release announcing the retirement of Mr. McCollum from the Board and his appointment to the Company’s Strategic Advisory 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 November 15, 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: November 16, 2021
| Genasys Inc. | |
|---|---|
| By: | /s/ Dennis D. Klahn |
| Dennis D. Klahn<br><br> <br>Chief Financial Officer |
ex_308325.htm
Exhibit 99.1
Genasys Inc. Announces Daniel H. McCollum
Leaves Board of Directors to Join Strategic Advisory Board
SAN DIEGO, CA – November 15, 2021 – Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions that help protect and keep people safe, announced that effective November 11, 2021, Daniel H. McCollum resigned from the Board of Directors (Board) and all Board committees on which he serves, and joined the Company's Strategic Advisory Board (Advisory Board).
"Dan's contributions to Genasys and the Board have been significant and impactful," said Richard S. Danforth, Chief Executive Officer of Genasys Inc. "Since Dan joined the Board in 2016, the first three acquisitions in the Company's history were made, three critical communications software solutions launched (Genasys Emergency Management (GEM), National Emergency Warning Systems (NEWS), and Zonehaven), revenue grew at a double digit CAGR, and the share price increased more than 225%.
"The addition of Dan and General Coburn to the Advisory Board further augments the extensive industry knowledge and experience we will continue to utilize in growing revenue and enhancing shareholder value," added Mr. Danforth.
"Over the last six years, the Board hired a new management team and worked with management to increase acoustic hailing device revenue, identify and vet software acquisition candidates, and successfully compete in the large and growing mass notification, public safety, and critical event communications markets," said Mr. McCollum. "I look forward to working with the Advisory Board and management on continuing to grow the Company’s business opportunities, markets and revenue."
About Genasys Inc.
Genasys™ is a global provider of critical communications systems and solutions that help protect and 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) software-as-a-service, Integrated Mass Notification Systems (IMNS), Zonehaven™ emergency evacuation resources, National Emergency Warning Systems (NEWS), LRAD® long-range voice broadcast systems, 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