Genasys Inc. takes $4.3M term loan at 18%

Genasys Inc. entered into an unsecured term loan agreement with Maran Partners Fund, LP, providing $4.3 million of financing.

Rhea-AI Filing Summary

Genasys Inc. entered into an unsecured term loan agreement with Maran Partners Fund, LP, providing $4.3 million of financing. The loan closed on June 9, 2026 and is earmarked solely for working capital and general corporate purposes.

The loan carries a fixed interest rate of 18% per year, with monthly interest payments and all principal and outstanding interest due on September 14, 2026. Genasys paid a $301,000 origination fee deducted from proceeds and agreed to an exit fee of $64,500 if repaid on or before July 13, 2026, or $150,500 if repaid later.

The agreement includes customary covenants limiting additional debt, asset sales, distributions, redemptions and fundamental changes, plus Events of Default such as a change of control. Certain asset sales, equity issuances and a change of control trigger mandatory prepayment. The company can prepay without penalty in $250,000 increments with at least 30 days’ notice.

Insights

Credit and capital structure analyst

Genasys adds a short-term, high-rate $4.3M loan with tight covenants.

Genasys Inc. has taken on an unsecured term loan of $4.3 million at a fixed 18% interest rate, maturing on September 14, 2026. Proceeds are limited to working capital and general corporate purposes, indicating near-term liquidity support rather than long-term investment financing.

The structure is costly, with a $301,000 origination fee and an exit fee ranging from $64,500 to $150,500 depending on repayment timing. Covenants restrict additional indebtedness, distributions, asset sales and redemptions, while Events of Default, including change of control, can lift the interest rate by an additional 5% per year.

Mandatory prepayment triggers tied to change of control, certain asset sales and equity issuances, combined with the ability to prepay in $250,000 increments with 30 days’ notice, give both lender protections and the company some flexibility. Future filings may clarify how this debt interacts with any existing facilities and its impact on interest expense.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Loan principal: $4.3 million Interest rate: 18% per annum Default rate premium: 5% per annum +5 more

8 metrics

Loan principal $4.3 million Unsecured term loan from Maran Partners Fund, LP

Interest rate 18% per annum Fixed rate on loan, monthly interest payments

Default rate premium 5% per annum Additional interest upon Event of Default

Origination fee $301,000 Deducted from loan proceeds at closing

Exit fee (early repayment) $64,500 If repaid on or before July 13, 2026

Exit fee (later repayment) $150,500 If repaid after July 13, 2026

Maturity date September 14, 2026 All principal, interest, fees due

Prepayment increment $250,000 Minimum voluntary prepayment size, no penalty

Key Terms

Material Definitive Agreement, Events of Default, change of control, mandatory prepayment, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Events of Default financial

"Events of Default (including a change of control) and remedies thereupon"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

change of control financial

"Events of Default (including a change of control) and remedies thereupon"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

mandatory prepayment financial

"provides for mandatory prepayment of the Loan upon the occurrence of certain events"

exit fee financial

"provides for an exit fee payable upon the repayment in full of the Loan"

A fee charged when an investor or customer ends a position, redeems shares, or terminates a contract before a set time. It functions like a penalty for breaking an agreement — similar to an early-cancellation charge on a subscription — and reduces the cash you receive from a sale or withdrawal. Investors care because it can lower net returns, influence the timing of trades, and change the true cost of exiting an investment.

working capital and general corporate purposes financial

"used solely for working capital and general corporate purposes"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What loan did Genasys Inc. (GNSS) enter into with Maran Partners?

Genasys Inc. entered an unsecured term loan with Maran Partners Fund, LP for $4.3 million. The loan closed on June 9, 2026 and is designated solely for working capital and general corporate purposes, providing short-term financing ahead of its September 14, 2026 maturity.

What is the interest rate on the new Genasys (GNSS) loan?

The loan carries a fixed interest rate of 18% per annum. Interest is payable monthly, with principal and any unpaid interest due September 14, 2026. If an Event of Default occurs and continues, the rate increases by an additional 5% per year on the unpaid principal balance.

What fees does Genasys (GNSS) owe under the Maran Partners loan?

Genasys paid an upfront $301,000 origination fee deducted from loan proceeds. It also owes an exit fee of $64,500 if the loan is repaid on or before July 13, 2026, or $150,500 if repayment occurs after that date.

When does the Genasys (GNSS) loan with Maran Partners mature?

All unpaid principal, accrued interest, fees and costs under the loan are due on September 14, 2026. Until maturity, Genasys must make monthly interest payments, and can optionally prepay principal in $250,000 increments with at least 30 days’ written notice.

How can Genasys (GNSS) prepay the Maran Partners term loan?

Genasys may prepay the loan without premium or penalty, in whole or in part, in $250,000 increments. The company must give at least 30 days’ advance written notice to the lender for any voluntary prepayment under the agreement’s terms.

What covenants and default triggers apply to the Genasys (GNSS) loan?

The loan includes customary covenants limiting distributions, indebtedness, fundamental changes, asset sales and redemptions. Events of Default include a change of control, among others. Certain asset sales, equity issuances and changes of control require mandatory prepayment of the loan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:06 PM EDT Learn about SEC filing dates

0000924383falseNONE00009243832026-06-092026-06-09

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): June 09, 2026

Genasys Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
16262 West Bernardo Drive
San Diego, California				92127
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 858 676-1112

(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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $0.00001 par value per share		GNSS		NASDAQ Capital Market

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 June 9, 2026, Genasys Inc., a Delaware corporation (the “Company”), entered into a Loan Agreement (the “Loan Agreement”) with Maran Partners Fund, LP, a Delaware limited partnership (the “Lender”), pursuant to which the Lender extended an unsecured term loan to the Company in the principal amount of $4.3 million (the “Loan”). The closing under the Loan Agreement also occurred on June 9, 2026. The proceeds of the Loan, net of the origination fee (as described below) and closing costs, will be used solely for working capital and general corporate purposes.

Under the Loan Agreement, the Company is obligated to make monthly payments of accrued and unpaid interest, with all unpaid principal, accrued and unpaid interest, fees and costs due and payable on September 14, 2026. The interest rate under the Loan Agreement is 18% per annum (the “Fixed Rate”). Upon the occurrence and continuation of an Event of Default (as defined in the Loan Agreement), the unpaid principal balance of the Loan will accrue interest at a rate equal to the Fixed Rate plus an additional 5% per annum. In connection with the closing of the Loan, the Company paid an origination fee of $301,000, which was deducted from the Loan proceeds. In addition, the Loan Agreement provides for an exit fee payable upon the repayment in full of the Loan equal to $64,500 if the Loan is repaid on or before July 13, 2026, and $150,500 if the Loan is repaid thereafter.

The Loan Agreement contains customary representations and warranties of the Company, affirmative and negative covenants (including, without limitation, restricting the Company from certain distributions, indebtedness, fundamental changes, sales of assets, and redemptions), Events of Default (including a change of control) and remedies thereupon, indemnification obligations of the Company, and other obligations and rights of the parties. The Loan Agreement also provides for mandatory prepayment of the Loan upon the occurrence of certain events, including a change of control of the Company, certain asset sales outside the ordinary course of business, and certain equity issuances. The Company may prepay the Loan without premium or penalty, in whole or in part, in increments of $250,000, upon at least 30 days’ advance written notice to the Lender.

The foregoing description of the Loan Agreement is qualified by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Loan Agreement has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the Loan Agreement were made only for purposes of the Loan Agreement and as of specific dates, were solely for the benefit of the Lender, are subject to limitations agreed upon by the parties to the Loan Agreement.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Loan Agreement, dated as of June 9, 2026, between Genasys Inc. and Maran Partners Fund, LP.
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 hereunto duly authorized.

			Genasys Inc.
Date:	June 12, 2026	By:	/s/ Cassandra L. Hernandez-Monteon
			Cassandra L. Hernandez-Monteon Chief Financial Officer

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EX-10.1 151.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 23.3 KB