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 2, 2020

 

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)

(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

GNSS

NASDAQ Capital Market

 

 
 

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

As previously reported, on August 9, 2020, Genasys Inc., a Delaware corporation (the “Company”), and its wholly owned subsidiary Genasys Communications Canada ULC (“Buyer”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Amika Mobile Corporation, a corporation organized under the laws of Canada (“Amika”), and the owners of Amika, to acquire all of Amika’s right, title and interest in, to and under all of the assets, properties and rights, except for the specific excluded assets, that relate to, or are used or held for use in connection with Amika’s business (the “Transaction”). In addition, Buyer also agreed to hire Amika’s employees at the consummation of the Transaction. On October 2, 2020, the Company, Buyer, and Amika completed the transactions as contemplated by the Asset Purchase Agreement (the “Closing”).

 

Pursuant to the terms of the Asset Purchase Agreement, at the Closing, Buyer paid to Amika cash consideration of CAD$6,955,000, subject to a CAD$1,000,000 holdback and adjustment based on the deferred revenue and prepaid expenses of Amika as of the Closing, and the Company agreed to issue to Amika 191,267 shares of the Company’s common stock on each of the first, second, and third anniversaries of the Closing date.

 

The foregoing description of the terms of the Asset Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to the provisions of the Asset Purchase Agreement, a copy of which will be filed with the Company’s Annual Report on Form 10-K for the year ended September 30, 2020.

 

On October 5, 2020, the Company issued a press release announcing completion of the Transaction, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with the Transaction described above in Item 2.01, which disclosure is incorporated herein by reference, the Company has agreed to deliver 191,267 shares of the Company’s common stock to Amika on each of the first, second, and third anniversaries of the Closing. The issuance of the common stock by the Company to Amika will be made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits.

 

99.1     Press Release, dated October 5, 2020.

 

 
 

 

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 5, 2020

 

Genasys Inc.

 

 

 

 

 

 

By:

/s/ Dennis D. Klahn

 

 

 

Dennis D. Klahn

 

 

 

Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

IMG.JPG  

 

Genasys Inc. Closes Acquisition of

Enterprise Software Provider, Amika Mobile

 

Amika Mobile Renamed Genasys Communications Canada

 

SAN DIEGO, CA – October 5, 2020 – Genasys Inc. (NASDAQ: GNSS), the global leader in critical communications systems and solutions, today announced the completion of its acquisition of Amika Mobile, a Canada-based enterprise software provider of critical communications, event situational awareness and emergency management products. Under the terms of the closing, Amika Mobile has been renamed Genasys Communications Canada.

 

“This acquisition expands the Company's enterprise software solutions and enhances our unified multi-channel critical communications platform,” said Richard S. Danforth, Chief Executive Officer of Genasys Inc. “By adding on-premise, cloud or hybrid operations designed to be fully scalable for small businesses or large deployments with millions of users, we plan to accelerate our software business growth and successfully compete in the fast-growing emergency warning and critical event management markets.”

 

For more information on Genasys Communications Canada, go to: canada.genasys.com.

 

About Genasys Inc.

Genasys™ is a global provider of critical communications systems and solutions to help keep people safe. Genasys provides a multi-channel approach to deliver geo-targeted alerts, notifications, instructions and information before, during and after public safety threats and critical business events. The Company’s unified critical communications platform includes its Genasys Emergency Management (GEM), National Emergency Warning System (NEWS), Workforce Management, LRAD® voice broadcast systems and more.

 

Genasys systems are in service in 72 countries and in more than 450 U.S. cities in diverse applications, including public safety, emergency warning, mass notification, critical event management, defense, law enforcement, homeland security 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 forward-looking statements are subject to a number of risks and uncertainties, including without limitation the business impact of health crises or outbreaks of disease, such as epidemics or pandemics, and other risks and uncertainties, many of which involve factors or circumstances that are beyond the Company's 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 other potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2019. 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@genasys.com

 

Media Contact

Phillip Bergman

Viewstream

pbergman@viewstream.com