Genasys Inc. 8-K Filing

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common stock, $0.00001 par value per share GNSS The Nasdaq
• $4 million — e Company repaid in full the additional $4 million term loan extended pursuant to such ame
• $15 million — nt, plus related interest and fees. The $15 million term loan extended on May 13, 2024 rema

Filing Documents

• gnss-20251219.htm (8-K) — 53KB
• gnss-ex10_1.htm (EX-10.1) — 109KB
• 0001193125-25-335297.txt ( ) — 279KB
• gnss-20251219.xsd (EX-101.SCH) — 23KB
• gnss-20251219_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

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

01 Regulation FD Disclosure

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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 A&R Cooperation Agreement, dated as of December 19, 2025, by and among Genasys Inc., Nicoya Capital LLC, Nicoya Fund LLC and Nicoya Genasys-SPV LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Genasys Inc. Date: December 29, 2025 By: /s/ Richard S. Danforth Richard S. Danforth Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR