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): October 23, 2019

 

LRAD Corporation

(Exact name of registrant as specified in its charter)

 

          Delaware          

        000-24248       

       87-0361799     

(State or Other Jurisdiction of

Incorporation)

(Commission

File Number)

(I.R.S. Employer

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

LRAD

NASDAQ Capital Market

 

 
 

 

Item 7.01 Regulation FD Disclosure.

 

On October 23, 2019, LRAD Corporation (the “Company”) issued a press release announcing the rebranding described in Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference.

 

The information included in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “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, nor shall it be deemed incorporated by reference into any filing made by the Company under the Exchange Act or Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

 

Item 8.01 Other Events.

 

On October 23, 2019, the Company commenced a corporate rebranding from LRAD Corporation to Genasys Inc., effective immediately. As of October 23, 2019, the Company’s corporate website has become www.genasys.com. In addition, the Company’s Nasdaq Stock Exchange ticker is now GNSS and its CUSIP is unchanged.

 

The Company intends to seek stockholder approval to amend its Certificate of Incorporation to formally change its name to Genasys Inc. at its next annual stockholders meeting, expected to be held during the first quarter of calendar 2020.

 

Item 9.01 Financial Statements and Exhibits     

 

(d) Exhibits.
   

99.1

Press Release, dated October 23, 2019.

 

 
 

 

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: October 23, 2019

 

LRAD Corporation

 

 

 

 

 

 

By:

/s/ Dennis D. Klahn

 

 

 

Dennis D. Klahn

 

 

 

Chief Financial Officer

 

 

Exhibit 99.1

 

 

LRAD® Corporation Rebranding as Genasys Inc.

to Reflect Broader Commitment to Critical Communications

 

NASDAQ Ticker Symbol Changes to GNSS Effective at Start of Trading Today

 

SAN DIEGO, CA – October 23, 2019 - LRAD Corporation (NASDAQ: GNSS), a critical communications company, today announced it is rebranding as Genasys™ Inc (Genasys), aligning the Company’s identity with its leading, connected critical communications systems that empower all levels of domestic and international government and business to effectively manage critical situations and help save lives.

 

“Over the span of its 27-year history, LRAD and its industry-leading long-range communication systems have developed an exceptional reputation across public safety, defense, law enforcement and commercial sectors,” said Richard S. Danforth, Chief Executive Officer of Genasys. “With our expanded product portfolio that addresses significant business opportunities in larger markets, it is timely for us to rebrand the Company based on our unified, integrated hardware and software platform for a world that’s evolved from limited, siloed information to one that is increasingly connected.”

 

“The growing importance for governments and organizations to provide clear and timely critical communication during natural disasters, crisis situations and civil disturbances – including through geo-specific messaging on today’s ubiquitous mobile devices – also contributed to the Company’s name change,” Mr. Danforth continued. “The Genasys platform provides a unified, multi-channel approach to deliver potentially lifesaving information and significantly increase the number of people who receive it.”

 

In addition to the integration of LRAD voice hardware products with Genasys software, the Genasys platform includes Critical Communications as a Service (CCaaS) mobile mass messaging and integrated solutions for business and public safety. LRAD hardware systems are integral to the Company’s unified platform, particularly for public safety, defense, law enforcement and critical infrastructure applications.

 

“In this new chapter of the Company, we plan to continue expanding our acoustic hailing device (AHD) business while also delivering the only unified solution for public safety, emergency warning and other critical communications applications to the large and growing mass notification market,” said Mr. Danforth. “In coordination with public sector emergency managers, elected officials and business leaders, we will endeavor to keep people safe through our unified, multi-modal distribution of clear, concise alerts, notifications, instructions and information.”

 

Genasys has a history of delivering innovative systems and solutions, pioneering the AHD market with the introduction of its LRAD systems in 2003, creating the first multidirectional mass notification systems that project sirens and audible voice messages with industry-leading vocal clarity and area coverage in 2012, and recently revolutionizing the public safety and mass notification markets with the only unified platform that combines long-range voice broadcast systems and digital, Critical Communications as a Service (CCaaS) mobile mass messaging.

 

 
 

 

NASDAQ Ticker Symbol Change

 

The Company’s ticker symbol will change to GNSS effective market open today. No action is needed from Company shareholders relative to the ticker symbol change. The CUSIP remains unchanged (50213V-109)

 

About Genasys Inc.

 

The Company’s proprietary Long Range Acoustic Devices®, advanced Critical Communications as a Service (CCaaS) mobile mass messaging, and revolutionary integrated voice broadcast and mobile alert solutions are designed to enable users to warn, notify and direct, prevent misunderstandings, resolve uncertain situations, and save lives.

 

Genasys critical communication systems are in service in 72 countries around the world in diverse applications, including public safety, national emergency warning systems, mass notification, defense, law enforcement, critical infrastructure protection and many more. 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 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, 2018. LRAD Corporation DBA Genasys Inc. disclaims any intent or obligation to update those forward-looking statements, except as otherwise specifically stated.

 

Investor Relations Contacts

 

Jim Fanucchi and Satya Chillara

Darrow Associates, Inc.

ir@LRAD.com