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): March 16, 2021
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) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to Amended and Restated 2015 Equity Incentive Plan
On December 8, 2020, the Board of Directors of Genasys Inc. (the “Company”) approved an Amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2015 Equity Incentive Plan (the “Plan”), which Plan Amendment was approved by the Company’s stockholders at the 2021 Annual Meeting of Stockholders held March 16, 2021, the results of which are reported below in Item 5.07 of this Current Report on Form 8-K.
The Plan Amendment increases the number of shares authorized for issuance thereunder by a total of 5,000,000 shares of the Company’s Common Stock, par value $0.00001 per share. For a description of the terms and conditions of the Plan, as amended by the Plan Amendment and as approved by the Company’s stockholders on March 16, 2021, see “Key Terms of the Amended Plan” under “Proposal Three Approval of Amendment of Amended and Restated 2015 Equity Incentive Plan” in the proxy statement for the Company’s 2021 Annual Meeting of Stockholders, which description is incorporated herein by reference. The foregoing description of the Plan Amendment and the description of the Plan Amendment contained in the proxy statement are each qualified in their entirety by reference to the full text of the Plan Amendment, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Amendment to Certificate of Incorporation
On March 18, 2021, the Company filed an amendment to its Certificate of Incorporation, as amended, with the Secretary of State of Delaware to increase the authorized number of shares of common stock of the Company from 50,000,000 to 100,000,000 shares (the “Amended Certificate”). The Amended Certificate was approved by the Company’s stockholders at the Company’s Annual Meeting of Stockholders on March 16, 2021, the results of which are reported below in Item 5.07 of this Current Report on Form 8-K.
The foregoing description of the Amended Certificate is qualified in its entirety by reference to the full text of the Amended Certificate, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on March 16, 2021. The following is a brief description of each matter voted upon at the 2021 Annual Meeting, as well as the number of votes cast for, against or withheld as to each matter and the number of abstentions and broker non-votes with respect to each matter:
Election of Directors:
The six individuals listed below were elected at the 2021 Annual Meeting to serve for a one-year term on the Company’s Board of Directors:
|
Number of Shares |
Number of Shares |
Nominee |
Voted For |
Withheld |
Scott L. Anchin |
19,546,579 |
162,762 |
Laura M. Clague |
17,470,026 |
2,239,315 |
John G. Coburn |
16,124,459 |
3,584,882 |
Richard S. Danforth |
19,566,297 |
143,044 |
Daniel H. McCollum |
19,300,015 |
409,326 |
Richard H. Osgood III |
19,324,689 |
384,652 |
Ratification of Independent Registered Public Accounting Firm:
The ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ended September 30, 2021 was approved by the following votes:
For |
Against |
Abstain |
28,100,775 |
18,993 |
27,509 |
Approval of Amendment of Amended and Restated 2015 Equity Incentive Plan
The Plan Amendment was approved by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
15,703,448 |
3,922,720 |
83,173 |
8,437,936 |
Amendment to Increase the Number of Authorized Shares of Common Stock
The amendment to increase the number of authorized shares of common stock as described in the proxy statement was approved by the following votes:
For |
Against |
Abstain |
26,955,397 |
1,105,570 |
86,310 |
Advisory Vote on the Compensation of the Company’s Named Executive Officers:
The compensation of the Company’s named executive officers as described in its Proxy Statement was approved, on an advisory, non-binding basis, by the following votes:
For |
Against |
Abstain |
Broker Non-Votes |
19,152,466 |
428,614 |
128,261 |
8,437,936 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
3.1 Certificate of Amendment to the Amended Certificate of Incorporation
10.1 First Amendment to the Genasys Inc. Amended and Restated 2015 Equity Incentive Plan
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: March 19, 2021
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Genasys Inc. |
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By: |
/s/ Dennis D. Klahn |
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Dennis D. Klahn |
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Chief Financial Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE AMENDED CERTIFICATE OF INCORPORATION
OF
GENASYS INC.
Pursuant to and in accordance with the provisions of the General Corporation Law of the State of Delaware, as amended, the undersigned, Genasys Inc. (the “Corporation”) hereby declares and certifies as follows:
1. |
The name of the Corporation is Genasys Inc. |
2. |
The Certificate of Incorporation is amended to increase the number of authorized shares of the Corporation’s common stock from 50,000,000 shares to 100,000,000 shares. |
3. |
To effect the foregoing, the first paragraph of ARTICLE FIFTH of the Certificate of Incorporation is hereby amended to provide as set forth below, and such provisions shall supersede the first paragraph of ARTICLE FIFTH of the existing Certificate of Incorporation in its entirety: |
“FIFTH. The aggregate number of shares of capital stock of all classes which the Corporation shall have authority to issue is ONE HUNDRED FIVE MILLION (105,000,000), of which ONE HUNDRED MILLION (100,000,000) shares having a par value of $0.00001 per share shall be of a class designated “Common Stock” (or “Common Shares”), and FIVE MILLION (5,000,000) shares having a par value of $0.00001 per share shall be of a class designated “Preferred Stock” (or “Preferred Shares”). All shares of the Corporation shall be issued for such consideration or considerations as the Board of Directors may from time to time determine. The designations, voting powers, preferences, optional or other special rights and qualifications, limitations, or restrictions of the above classes of stock shall be as follows:”
4. |
The amendment specified above does not provide for an exchange, reclassification, or cancellation of issued shares of the Corporation. |
5. |
The amendment specified above has been duly authorized and approved by unanimous vote of the members of the board of directors at a meeting held on December 8, 2020, and approved by a majority vote of the stockholders pursuant to the requirements of Section 242 of the General Corporation Law of the State of Delaware at a meeting held on March 16, 2021. |
IN WITNESS WHEREOF, this Certificate of Amendment of the Certificate of Incorporation of the Corporation is executed as of the 16th day of March, 2021.
GENASYS INC., a Delaware corporation
By /s/ Richard S. Danforth Title: Chief Executive Officer Richard S. Danforth |
Exhibit 10.1
FIRST AMENDMENT TO THE
GENASYS INC.
AMENDED AND RESTATED 2015 EQUITY INCENTIVE PLAN
This First Amendment (this “Amendment”) to the Genasys Inc. Amended and Restated 2015 Equity Incentive Plan (the “Plan”) is made and adopted by Genasys Inc. (the “Company”), a corporation organized under the laws of State of Delaware. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Plan.
1. |
Section 3(a) of the Plan is hereby amended to read as follows: |
“(a) Subject to Paragraph 15, the number of Shares which may be issued from time to time pursuant to this Plan shall be 10,000,000 shares of Common Stock.”
2. |
This Amendment is effective as of December 8, 2020. |
3. |
This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All other terms and provisions of the Plan shall remain unchanged except as specifically modified herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed. |
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I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of the Company on December 8, 2020.
GENASYS INC. |
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By: |
/s/ Richard S. Danforth |
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Name: |
Richard S. Danforth |
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Its: |
Chief Executive Officer |