Form 8-K

8-K — Genasys Inc.

Accession: 0001193125-26-224030

Filed: 2026-05-14

Period: 2026-05-12

CIK: 0000924383

SIC: 3651 (HOUSEHOLD AUDIO & VIDEO EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Results of Operations and Financial Condition

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

Item: Financial Statements and Exhibits

Documents

8-K — gnss-20260512.htm (Primary)

EX-10.1 (gnss-ex10_1.htm)

EX-99.1 (gnss-ex99_1.htm)

GRAPHIC (img147471742_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: gnss-20260512.htm · Sequence: 1

8-K

false0000924383NONE00009243832026-05-122026-05-12

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

EX-10.1

Filename: gnss-ex10_1.htm · Sequence: 2

EX-10.1

EXECUTION VERSION

SECOND AMENDMENT TO TERM LOAN AND

SECURITY AGREEMENT

SECOND AMENDMENT TO TERM LOAN AND SECURITY AGREEMENT, dated as of May 12, 2026 (this “Second Amendment”), among GENASYS INC., a Delaware corporation (“Borrower”), the Guarantors party hereto, the Lenders party hereto and CANTOR FITZGERALD SECURITIES, in its capacities as Administrative Agent and Collateral Agent (collectively, the “Agent”).

WHEREAS, Borrower, the Guarantors, the Lenders and Agent entered into the Term Loan and Security Agreement, dated as of May 13, 2024 (as amended, restated other otherwise modified prior to the date hereof, the “Existing Loan Agreement”); and

WHEREAS, Borrower has requested that the Lenders agree to extend the Maturity Date of the Closing Date Term Loan under the Existing Loan Agreement;

WHEREAS, the Lenders and Agent have agreed to extend the Maturity Date of the Closing Date Term Loan, subject to the terms and conditions set forth herein.

NOW, THEREFORE, the parties hereto agree as follows:

ARTICLE I.

DEFINITIONS AND RULES OF CONSTRUCTION

Section 1.1

Definitions. Unless otherwise defined herein, capitalized terms used herein but not defined herein shall have the respective meanings given thereto in the Existing Loan Agreement as amended by this Second Amendment (the Existing Loan Agreement, as amended by this Second Amendment being, the “Amended Loan Agreement”).

ARTICLE II.

AMENDMENTS TO EXISTING LOAN AGREEMENT

Section 2.1

Amendments to the Existing Loan Agreement. Each of the parties hereto agrees that, effective as of the Second Amendment Effective Date (as defined herein):

(a)

Schedule 1.1 to the Existing Loan Agreement is hereby amended by deleting the definition of “Maturity Date” in its entirety and inserting the following in lieu thereof:

“Maturity Date” means (i) with respect to the Closing Date Term Loan and any Additional Term Loan, July 13, 2026 and (ii) with respect to the First Amendment Term Loan, December 31, 2025.

(b)

In consideration for the Lenders’ agreement to extend the Maturity Date with respect to the Closing Date Term Loan pursuant to Section 2.1(a) hereof, the Borrower agrees to pay to the Administrative Agent, for the ratable benefit of the Lenders, an extension fee in an amount equal to 1.0% of the outstanding principal amount of the Closing Date Term Loan (the “Extension Fee”), which Extension Fee shall be paid in kind on the Second Amendment Effective

SG_1430791.1

4920-3245-0436.6

Date by capitalizing and adding such amount to the outstanding principal amount of the Closing Date Term Loan and, shall thereafter accrue interest at the then-applicable interest rate for the Closing Date Term Loan.

ARTICLE III.

CONDITIONS PRECEDENT TO SECOND AMENDMENT

Section 3.1

Conditions Precedent. The effectiveness of Article 2 above shall be subject to the prior satisfaction of each of the following conditions, in form and substance reasonably satisfactory to Agent and Lenders (or the waiver thereof by Lenders) (the date such conditions are satisfied being, the “Second Amendment Effective Date”):

(a)

The Agent shall have received this Second Amendment, in form and substance satisfactory to the Lenders and duly executed by the applicable parties thereto;

(b)

Prior to and after giving effect to this Second Amendment, the representations and warranties of Borrower and each other Loan Party contained in the Amended Loan Agreement and in the other Loan Documents shall be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof;

(c)

Prior to and after giving effect to this Second Amendment, no Default or Event of Default shall have occurred and be continuing;

(d)

The Agent and Lenders shall have received a certificate of Responsible Officer certifying as to the satisfactions of the matters set forth in Sections 3.1(b) and 3.1(c); and

(e)

Borrower shall have paid all Expenses incurred in connection with this Second Amendment and the transactions contemplated hereby, including, for the avoidance of doubt, all outstanding fees and disbursements of attorneys for the Lenders invoiced to the Borrower prior to the Second Amendment Effective Date.

If required by Agent or Lenders, originals of all of the above referenced documents, instruments, forms, and other materials shall be delivered to Agent or its legal counsel on or prior to the date hereof.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES

Section 4.1

The Borrower and each Guarantor represents and warrants, on and as of Second Amendment Effective Date, as follows:

(a)

The execution, delivery, and performance by such Loan Party of this Second Amendment have been duly authorized by all necessary action on the part of such Loan Party;

(b)

The execution, delivery, and performance by such Loan Party of this Second Amendment do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to any Loan Party or its Subsidiaries, the Governing Documents of any Loan

Party or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on any Loan Party or its Subsidiaries, (ii) conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Material Contract of any Loan Party or its Subsidiaries except to the extent that any such conflict, breach or default has been waived or would not individually or in the aggregate reasonably be expected to cause a Material Adverse Change, (iii) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of any Loan Party, other than Permitted Liens, or (iv) require any approval of any Loan Party’s interest holders or any approval or consent of any Person under any Material Contract of any Loan Party, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of Material Contracts, for consents or approvals, the failure to obtain would not individually or in the aggregate reasonably be expected to cause a Material Adverse Change;

(c)

No consent, approval, authorization, or other order or other action by, and no notice to or filing with, any Governmental Authority or any other Person is required for the execution, delivery, or performance of this Second Amendment by such Loan Party; and

(d)

This Amendment has been duly executed and delivered by each Loan Party that is a party hereto and is the legally valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its respective terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

ARTICLE V.

MISCELLANEOUS

Section 5.1

Effect of Amendment. Except as expressly set forth herein, this Second Amendment shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Loan Agreement or any other provision of the Existing Loan Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. As of the Second Amendment Effective Date, each reference in the Amended Loan Agreement to “this Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference in the other Loan Documents to the Loan Agreement (including, without limitation, by means of words like “thereunder,” “thereof” and words of like import), shall mean and be a reference to the Existing Loan Agreement as amended hereby, and this Second Amendment and the Existing Loan Agreement shall be read together and construed as a single instrument. This Second Amendment shall constitute a Loan Document. The parties hereto acknowledge and agree that the amendment of the Existing Loan Agreement pursuant to this Second Amendment and all other Loan Documents executed and delivered in connection herewith shall not constitute a novation of the Existing Loan Agreement and the other Loan Documents as in effect prior to the Second Amendment Effective Date.

Section 5.2

Acknowledgment and Reaffirmation. This Second Amendment and the performance or consummation of any transaction that may be contemplated under this Second Amendment shall not limit, restrict, extinguish or otherwise impair the Borrower’s or Guarantors’ liabilities and obligations to Agent and/or Lenders under the Loan Documents and the Borrower

and each Guarantor hereby (i) expressly acknowledges the terms of the Existing Loan Agreement as amended hereby, (ii) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Loan Documents, with all such Liens continuing in full force and effect after giving effect to this Second Amendment and (iii) after giving effect to this Second Amendment, acknowledges, renews and extends its continued liability under all such Loan Documents and agrees such Loan Documents remain in full force and effect. Each of the Guarantors acknowledges and agrees that (x) the guaranty to which such Guarantor is a party remains in full force and effect and is fully enforceable against such Guarantor in accordance with its terms and (y) it has no offsets, claims or defenses to or in connection with the Guaranteed Obligations, all of such offsets, claims and/or defenses are hereby waived.

Section 5.3

Amendment; Waiver. No amendment, waiver, consent or modification of any provision of this Second Amendment shall be effective except in accordance with Section 15.1 of the Amended Loan Agreement.

Section 5.4

Successors and Assigns. This Second Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and permitted assigns in accordance with Section 14.1 of the Amended Loan Agreement.

Section 5.5

Captions. Section captions have been included in this Second Amendment for convenience of reference only and should not be relied upon or used in interpreting the meaning or intent of any provision hereof.

Section 5.6

Counterparts. This Second Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart of a signature page of this Second Amendment by facsimile transmission or by email in Adobe “.pdf” format shall be effective as delivery of a manually executed counterpart hereof.

Section 5.7

GOVERNING LAW; WAIVER OF JURY TRIAL. Article 13 of the Existing Loan Agreement is hereby incorporated by reference, mutatis mutandis.

Section 5.8

Release of Claims. Each Loan Party hereby absolutely and unconditionally releases and forever discharges, the Agent and each Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, Affiliates, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents, employees and attorneys of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, in each case, related to the Loan Documents (including without limitation, the administration thereof), the Warrants (or any other equity interest issued by Borrower to Lenders), the Term Loans and/or any other Obligations, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which each Loan Party has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time through and including the date of this Second Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

Section 5.9

Direction to Agent. The Lenders party hereto, constituting all of the Lenders party to the Existing Loan Agreement as of the date hereof, hereby direct the Agent to execute and deliver this Second Amendment. The Borrower, the Guarantors and the Lenders party hereto expressly agree and confirm that the Agent’s right to indemnification, as set forth in Sections 17.5 and 19.9 of the Amended Loan Agreement shall apply with respect to any and all losses, claims, liabilities costs and expenses that the Agent suffers, incurs or is threatened with relating to actions taken or omitted by the Agent in connection with this Second Amendment and the other Loan Documents. The Borrower and each Guarantor hereby agrees to pay all Expenses incurred in connection with the preparation, negotiation and execution of this Second Amendment in accordance with Section 19.9 of the Amended Loan Agreement.

[Remainder of this page intentionally left blank]

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed and delivered as of the day and year first above written.

BORROWER:

GENASYS INC.

By: /s/ RICHARD S. DANFORTH

Name: Richard S. Danforth

Title: Chief Executive Officer

GUARANTORS:

GENASYS PUERTO RICO, LLC

By: /s/ RICHARD S. DANFORTH

Name: Richard S. Danforth

Title: Chief Executive Officer

EVERTEL TECHNOLOGIES, LLC

By: /s/ RICHARD S. DANFORTH

Name: Richard S. Danforth

Title: Chief Executive Officer

ZONEHAVEN LLC

By: /s/ RICHARD S. DANFORTH

Name: Richard S. Danforth

Title: Chief Executive Officer

[Signature Page to Second Amendment to Term Loan and Security Agreement]

ADMINISTRATIVE AGENT AND COLLATERAL AGENT:

CANTOR FITZGERALD SECURITIES

By: /s/ MIKE OUELLETTE

Name: Mike Ouellette

Title: COO, Global Markets

[Signature Page to Second Amendment to Term Loan and Security Agreement]

LENDERS:

Whitebox Multi-Strategy Partners, LP

By: Whitebox Advisors LLC, its investment manager

By: /s/ ANDREW M. THAU

Name: Andrew M. Thau

Title: Managing Director

WHITEBOX RELATIVE VALUE PARTNERS, LP

By: Whitebox Advisors LLC, its investment manager

By: /s/ ANDREW M. THAU

Name: Andrew M. Thau

Title: Managing Director

PANDORA SELECT PARTNERS, LP

By: Whitebox Advisors LLC, its investment manager

By: /s/ ANDREW M. THAU

Name: Andrew M. Thau

Title: Managing Director

WHITEBOX GT FUND, LP

By: Whitebox Advisors LLC, its investment manager

By: /s/ ANDREW M. THAU

Name: Andrew M. Thau

Title: Managing Director

[Signature Page to Second Amendment to Term Loan and Security Agreement]

EX-99.1

Filename: gnss-ex99_1.htm · Sequence: 3

EX-99.1

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

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

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)

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

270

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

270

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

)

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Document And Entity Information

May 12, 2026

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Genasys Inc.

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16262 West Bernardo Drive

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San Diego

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City Area Code

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