Genasys Inc. 8-K

What Happened

• Genasys Inc. filed an 8-K on December 29, 2025 disclosing an Amended and Restated Cooperation Agreement (A&R Cooperation Agreement) dated December 19, 2025 with Nicoya Capital LLC, Nicoya Fund LLC and Nicoya Genasys‑SPV LLC (affiliates of director R. Rimmy Malhotra). Under the agreement the Company agreed to nominate Richard S. Danforth, Susan Lee Schmeiser, William H. Dodd, W. Craig Fugate and R. Rimmy Malhotra for election to the Board at the 2026 Annual Meeting.
• The A&R Cooperation Agreement calls for the parties to jointly identify and agree on a mutually acceptable nominee to serve on the Board and be Chair of the Audit Committee (subject to rules). If no agreed nominee is in place by the Company’s quarterly filing for the period ending June 30, 2026, Mr. Malhotra would serve as interim Audit Committee Chair.
• Separately, the Company disclosed it repaid in full an additional $4.0 million term loan extended under a May 9, 2025 amendment (plus interest and fees) on December 29, 2025. A $15.0 million term loan originally extended May 13, 2024 remains outstanding.

Key Details

• Agreement date: A&R Cooperation Agreement dated December 19, 2025 (filed 8-K on Dec 29, 2025).
• Board nominations: Richard S. Danforth, Susan Lee Schmeiser, William H. Dodd, W. Craig Fugate and R. Rimmy Malhotra to be nominated for 2026 Annual Meeting.
• Advisory roles: Richard H. Osgood III and Mark Culhane to join strategic advisory committee beginning at the 2026 Annual Meeting; Mark Culhane will not stand for re‑election (has served since July 2024) but will remain through the 2026 meeting.
• Debt action: Paid $4.0M additional term loan (May 9, 2025 amendment) in full on Dec 29, 2025; $15.0M term loan from May 13, 2024 remains outstanding.
• Governance limits: Investor Parties agreed to standstill restrictions and a mutual non‑disparagement clause; agreement terminates on specified events (e.g., prior to 2027 nomination deadline, uncured material breach, or certain resignations/waivers).

Why It Matters

• The agreement shapes Genasys’ board composition and governance through the 2026 Annual Meeting and could influence control of the Audit Committee (nominee selection or interim chair role for an investor‑affiliate director). That’s important for investors tracking board oversight and potential strategic direction.
• The $4.0M loan repayment reduces near‑term debt under the amended financing, though a $15.0M term loan remains on the balance sheet. Debt paydown and remaining obligations are relevant to cash flow and capital structure monitoring.