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): May 12, 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 May 12, 2026, Genasys Inc. (the “Company”) entered into a Second Amendment to Term Loan and Security Agreement (the “Amendment”) 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, which extended the maturity date for the term loan provided to the Company under that certain Term Loan and Security Agreement entered into among such parties on May 13, 2024 (as amended, the “Term Loan Agreement”) from May 13, 2026 to July 13, 2026, in exchange for an extension fee of 1.0% of the outstanding principal amount of the term loan.
The Amendment and the Term Loan Agreement contain customary representations and warranties of the Company, affirmative and negative covenants (including without limitation restricting the Company from certain distributions, investments, indebtedness, sales of assets, loans, and payments), events of default and remedies thereupon, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.
The foregoing description of the Amendment is qualified by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference. The Amendment has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the Amendment were made only for purposes of the Amendment and as of specific dates, were solely for the benefit of the parties to the Amendment, and are subject to limitations agreed upon by the parties to the Amendment.
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Such information, including Exhibit 99.1, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
On May 14, 2026, the Company issued a press release regarding its financial results for the fiscal quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto, and is incorporated by reference herein.
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 |
|
Second Amendment to Term Loan and Security Agreement, dated May 12, 2026 among Genasys Inc., Evertel Technologies, LLC, Zonehaven LLC, Genasys Puerto Rico, LLC, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent. |
|
|
|
99.1 |
|
Financial Results Press Release, dated May 14, 2026, issued by the Company. |
|
|
|
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: |
May 14, 2026 |
By: |
/s/ Cassandra L. Hernandez-Monteon |
|
|
|
Cassandra L. Hernandez-Monteon Chief Financial Officer |
Exhibit 99.1

Genasys Inc. Reports Fiscal Second Quarter 2026 Results
A quarter of clear momentum, marked by a return to profitability and gross margin over 63%
SAN DIEGO, CA – May 14, 2026 – Genasys Inc. (NASDAQ: GNSS), the global leader in Protective Communications, today announced financial results for the Company’s fiscal 2026 second quarter ended March 31, 2026.
Fiscal Q2 2026 Financial Summary
•Revenue of $15.5 million, versus $6.9 million in the fiscal 2025 second quarter
•Gross margin of 63.3%, versus 37.7% in the fiscal 2025 second quarter
•GAAP operating income of $1.3 million, versus a GAAP operating loss of ($6.3) million in the fiscal 2025 second quarter
•Adjusted EBITDA of $2.5 million, versus ($5.1) million in the fiscal 2025 second quarter
•GAAP net income of $0.7 million, versus ($6.1) million in the fiscal 2025 second quarter
•GAAP net income per share $0.02 basic and diluted, versus ($0.14) in the fiscal 2025 second quarter
Recent Business Highlights and Developments
•Extended maturity of term loan to July 13, 2026, aligning the maturity with expected contractual cash receipts, including collections associated with the Puerto Rico Dams Early Warning System (EWS) project.
•Initial $9.0 million LRAD® order for Common Remotely Operated Weapon Station (CROWS) II Technical Refresh program has begun production and is expected to be completed in fiscal 2026.
•Continued delivery and execution of the Puerto Rico EWS project, with Groups 3, 5, and 6 completed and Group 1 on track for completion next month.
•Expanded Genasys Protect®, coverage with five new California municipal wins (San Jose, Palo Alto, Milpitas, Burbank, Santa Clara Fire District), lifting California coverage past 25.5 million residents and demonstrating accelerating SaaS sales velocity.
•Deepened Arizona footprint with paired Acoustics orders from the City of Sedona and Coconino County, with each deployment strengthening customer relationships and increasing the likelihood of follow-on orders.
•Two counties, Latah County (Idaho) and Davidson County (North Carolina), replaced their legacy emergency warning systems with Genasys Protect, expanding the Company’s geographic footprint.
•Secured a $2.0 million LRAD order from the Republic of Singapore Navy for unmanned surface vessels, broadening Genasys’ global defense customer base.
Management Commentary and Outlook
“The fiscal second quarter marked an important inflection point, headlined by a return to net income profitability and a roughly 63% gross margin,” said Richard Danforth, Genasys’ Chief Executive Officer. “Consistent delivery in Puerto Rico, combined with a standout bookings quarter in software, including new-state wins in Idaho and North Carolina, reflect sustained operational discipline and accelerating sales traction. The hard work from our team is beginning to show in our financial results, and we expect this progress to continue, supported by our roughly $58 million backlog.
“On the balance sheet front, we expect to collect receivables associated with the Puerto Rico EWS project in the near term, subject to the administrative disbursement processes, allowing us to retire the remaining balance of our outstanding debt. At that point, with sufficient cash on hand to support day-to-day operations, the Company is expected to emerge with a materially cleaner balance sheet. Combined with sustained software momentum across the country, consistent hardware execution, and an active pipeline, the second half of the year is shaping up to be a defining stretch for the Company.
“For fiscal 2026, we expect to deliver record revenue, gross margins over 50%, and net income profitability. Furthermore, our pipeline remains robust, which is a direct reflection of the sustained demand today's landscape is creating for our products. Overall, we remain focused on building upon this momentum, winning the opportunities in our pipeline, and delivering long-term value for our shareholders.”
Fiscal Q2 2026 Financial Results
Fiscal second quarter revenue was $15.5 million, an increase of 123.7% from $6.9 million in the prior year’s quarter.
Gross profit margin was 63.3%, compared with 37.7% in the second quarter of fiscal 2025. The increase in gross profit margin was primarily driven by the increase in hardware revenue.
Operating expenses decreased 3.7% to $8.5 million from $8.9 million in the fiscal second quarter 2025. Selling, general and administrative expenses decreased 6.6% to $6.2 million from $6.6 million in the fiscal second quarter 2025. Research and development expenses increased 5.1% year-over-year to $2.3 million from $2.2 million in the fiscal second quarter 2025.
GAAP net income in the quarter was $0.7 million, or $0.02 per share, basic and diluted, compared with a GAAP net loss of ($6.1) million, or ($0.14) per share, in the second quarter of fiscal 2025. The improvement in GAAP net income (loss) was primarily driven by the increase in revenues and reductions in operating expenses.
Adjusted EBITDA was $2.5 million for the second quarter of fiscal 2026, compared with ($5.1) million for the prior fiscal year period.
Cash, cash equivalents, and marketable securities totaled $1.0 million as of March 31, 2026, compared to $8.0 million at September 30, 2025. Subsequent to quarter end, the Company extended the maturity of its term loan from May 13, 2026 to July 13, 2026, aligning the maturity with expected contractual cash receipts, including collections associated with the Puerto Rico EWS project, and providing additional flexibility to support ongoing operations.
*We include in this press release adjusted EBITDA, which is a non-GAAP financial measure and which we believe provides helpful information to investors with respect to evaluating the Company’s performance. Adjusted EBITDA represents our net income (loss) before interest income, interest expense, income tax expense (benefit), depreciation and amortization expense, share-based compensation, fair value measurements of our term loans and warrants, and other items that we do not consider indicative of our core operating performance. Adjusted EBITDA is a measure used by management to understand and evaluate our core operating performance and trends and to generate future operating plans, make strategic decisions regarding allocation of capital and invest in initiatives that are focused on cultivating new markets for our solutions. In particular, the exclusion of certain expenses in calculating adjusted EBITDA facilitates comparisons of our operating performance on a period-to-period basis. However, since adjusted EBITDA is a non-GAAP financial measure, it is not necessarily comparable with adjusted EBITDA used by other companies. Adjusted EBITDA has limitations and should not be considered in isolation or a substitute for performance measures calculated under GAAP, including net income (loss).
Webcast and Conference Call Details
Management will host a conference call to discuss the financial results for the fiscal second quarter 2026 this afternoon at 4:30 p.m. Eastern Time / 1:30 p.m. Pacific Time. To access the conference call, dial toll-free (800) 715-9871, or international at +1 (646) 307-1963. A webcast will also be available at the following link: https://app.webinar.net/Gv12AZkr3Bj
Questions to management may be submitted before the call by emailing them to: ir@genasys.com. A replay of the webcast will be available approximately four hours after the presentation on the Events page of the Company’s website.
About Genasys Inc.
Genasys is the global leader in Protective Communications, providing the most comprehensive portfolio of preparedness, response, and analytics software and hardware solutions available. The Company’s Long Range Acoustic Device® (LRAD®) and Protect Platform, which includes Genasys Protect® and Genasys Evertel®, are 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 risks relating to receiving timely payment under, regulatory uncertainties surrounding, or disruptions in governmental support or funding of, the Puerto Rico project, our reliance on a limited number of customers, the likely need for additional capital, actual or perceived failures or breaches of our information and security systems, continued funding of government spending, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, effects of continued geopolitical unrest and regional conflicts, competition, changes in technology and methods of marketing, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, market acceptance of the Company’s products, shortages in components or price increases that cannot be passed on to customers, inability to fully realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, difficulties in retaining key employees and customers, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our 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 potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2025. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.
Investor Contact
Scott Liolios and Clay Liolios
Gateway Group, Inc.
949-574-3860
GNSS@gateway-grp.com
Genasys Inc.
Consolidated Balance Sheet
(Unaudited - in thousands)
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
|
|
September 30, 2025 |
|
|
|
(Unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
931 |
|
|
$ |
7,969 |
|
Short-term marketable securities |
|
|
30 |
|
|
|
70 |
|
Accounts receivable, net |
|
|
13,076 |
|
|
|
7,596 |
|
Contract assets |
|
|
3,326 |
|
|
|
6,117 |
|
Inventories, net |
|
|
9,670 |
|
|
|
8,805 |
|
Prepaid expenses and other |
|
|
11,782 |
|
|
|
8,742 |
|
Total current assets |
|
|
38,815 |
|
|
|
39,299 |
|
Long-term restricted cash |
|
|
585 |
|
|
|
585 |
|
Property and equipment, net |
|
|
948 |
|
|
|
1,125 |
|
Goodwill |
|
|
13,401 |
|
|
|
13,450 |
|
Intangible assets, net |
|
|
4,993 |
|
|
|
6,147 |
|
Operating lease right of use assets, net |
|
|
2,003 |
|
|
|
2,419 |
|
Other assets |
|
|
885 |
|
|
|
844 |
|
Total assets |
|
$ |
61,630 |
|
|
$ |
63,869 |
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
Accounts payable |
|
$ |
9,653 |
|
|
$ |
8,181 |
|
Customer deposit |
|
|
19,192 |
|
|
|
19,669 |
|
Accrued liabilities |
|
|
8,542 |
|
|
|
7,451 |
|
Operating lease liabilities, current portion |
|
|
1,162 |
|
|
|
1,125 |
|
Notes payable, at fair value |
|
|
14,610 |
|
|
|
18,010 |
|
Total current liabilities |
|
|
53,159 |
|
|
|
54,436 |
|
|
|
|
|
|
|
|
Warrant liability |
|
|
2,010 |
|
|
|
3,570 |
|
Long-term deferred revenue |
|
|
1,811 |
|
|
|
1,478 |
|
Operating lease liabilities, noncurrent |
|
|
1,622 |
|
|
|
2,218 |
|
Total liabilities |
|
|
58,602 |
|
|
|
61,702 |
|
|
|
|
|
|
|
|
Total stockholders' equity |
|
|
3,028 |
|
|
|
2,167 |
|
Total liabilities and stockholders' equity |
|
$ |
61,630 |
|
|
$ |
63,869 |
|
Genasys Inc.
Consolidated Statements of Operations
(Unaudited - in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended March 31, |
|
|
Six Months Ended March 31, |
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
|
(unaudited) |
|
Revenues |
|
$ |
15,505 |
|
|
$ |
6,932 |
|
|
$ |
32,570 |
|
|
$ |
13,872 |
|
Cost of revenues |
|
|
5,686 |
|
|
|
4,322 |
|
|
|
14,568 |
|
|
|
8,084 |
|
Gross profit |
|
|
9,819 |
|
|
|
2,610 |
|
|
|
18,002 |
|
|
|
5,788 |
|
|
|
|
63.3 |
% |
|
|
37.7 |
% |
|
|
55.3 |
% |
|
|
41.7 |
% |
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative |
|
|
6,206 |
|
|
|
6,648 |
|
|
|
12,846 |
|
|
|
13,482 |
|
Research and development |
|
|
2,331 |
|
|
|
2,217 |
|
|
|
4,226 |
|
|
|
4,502 |
|
Total operating expenses |
|
|
8,537 |
|
|
|
8,865 |
|
|
|
17,072 |
|
|
|
17,984 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations |
|
|
1,282 |
|
|
|
(6,255 |
) |
|
|
930 |
|
|
|
(12,196 |
) |
Other (expenses) income, net |
|
|
(414 |
) |
|
|
187 |
|
|
|
(754 |
) |
|
|
2,050 |
|
Income (loss) before income taxes |
|
|
868 |
|
|
|
(6,068 |
) |
|
|
176 |
|
|
|
(10,146 |
) |
Income tax expense |
|
|
145 |
|
|
|
71 |
|
|
|
270 |
|
|
|
71 |
|
Net income (loss) |
|
$ |
723 |
|
|
$ |
(6,139 |
) |
|
$ |
(94 |
) |
|
$ |
(10,217 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.02 |
|
|
$ |
(0.14 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.23 |
) |
Diluted |
|
$ |
0.02 |
|
|
$ |
(0.14 |
) |
|
$ |
(0.00 |
) |
|
$ |
(0.23 |
) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
45,268 |
|
|
|
45,002 |
|
|
|
45,233 |
|
|
|
44,957 |
|
Diluted |
|
|
46,006 |
|
|
|
45,002 |
|
|
|
45,233 |
|
|
|
44,957 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP measures to non-GAAP measures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
723 |
|
|
$ |
(6,139 |
) |
|
$ |
(94 |
) |
|
$ |
(10,217 |
) |
Other expenses (income), net |
|
|
414 |
|
|
|
(187 |
) |
|
|
754 |
|
|
|
(2,050 |
) |
Income tax expense |
|
|
145 |
|
|
|
71 |
|
|
|
270 |
|
|
|
71 |
|
Depreciation and amortization |
|
|
689 |
|
|
|
692 |
|
|
|
1,371 |
|
|
|
1,428 |
|
Share based compensation |
|
|
551 |
|
|
|
414 |
|
|
|
970 |
|
|
|
805 |
|
Adjusted EBITDA |
|
$ |
2,522 |
|
|
$ |
(5,149 |
) |
|
$ |
3,271 |
|
|
$ |
(9,963 |
) |