gnss20211115

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 11, 2021

(Exact name of registrant as specified in its charter)

(State or Other Jurisdiction of

16262 West Bernardo Drive

San Diego, California 92127

(Address of Principal Executive Offices)

____________________

858-676-1112

(Registrant’s telephone number, including area code)

(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:

Name of each exchange on which registered

Common stock, $.00001 par value per share

NASDAQ Capital Market

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 11, 2021, the Company received written notice from Daniel H. McCollum of his resignation from the Board of Directors of the Company (the “Board”) and from all Board committees on which he serves. Mr. McCollum’s resignation is not related to any disagreement with the Company or due to any matter relating to the Company’s operations, policies or practices, including accounting principles and practices. Concurrent with his resignation from the Company’s Board, Mr. McCollum and the Company entered into a Board Adviser Agreement (the “Adviser Agreement”), which is effective as of Mr. McCollum’s resignation. Pursuant to the Adviser Agreement, Mr. McCollum will join the Company’s Strategic Advisory Board, the Company will issue to Mr. McCollum an option to purchase 50,000 shares of the Company’s common stock, which option will vest in equal quarterly installments over the first year following grant, and Mr. McCollum will receive a retainer of $15,000 for his service. This summary of the Adviser Agreement is qualified in its entirety by reference to the full text of the Adviser Agreement, a copy of which the Company plans to file as an exhibit to its Form 10-K for the fiscal year ended September 30, 2021.

Regulation FD Disclosure

On November 15, 2021, the Company issued a press release announcing the retirement of Mr. McCollum from the Board and his appointment to the Company’s Strategic Advisory Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “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, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Financial Statements and Exhibits.

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 16, 2021

Chief Financial Officer

Delaware	000-24248	87-0361799
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	Genasys Inc.

	By:	/s/ Dennis D. Klahn
		Dennis D. Klahn Chief Financial Officer

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