{"url_path":"/sec/gnss/8-k/2026-07-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/924383/0001193125-26-304084-index.html","accession_number":"0001193125-26-304084","cik":"0000924383","ticker":"GNSS","issuer_name":"Genasys Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/924383/0001193125-26-304084-index.html","primary_entity_key":"0000924383","primary_entity_name":"Genasys Inc."},"word_count":485,"has_tables":true,"body_markdown":"Item 1.01 Entry into a Material Definitive Agreement.\n\nOn July 13, 2026 (the “Effective Date”), Genasys Inc. (the “Company”) entered into, and closed on, a Third Amendment to Term Loan and Security Agreement (the “Third Amendment”) among the Company, Evertel Technologies, LLC, Zonehaven LLC, Genasys Puerto Rico, LLC, the lenders from time to time party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent, to amend that certain Term Loan and Security Agreement entered into among such parties on May 13, 2024 (as amended, the “Term Loan Agreement”). On the Effective Date, the principal amount outstanding under the Term Loan Agreement, all of which relates to the Closing Date Term Loan (as defined in such agreement), was $15,206,812.50.\n\nUnder the Third Amendment, among other things, (i) the maturity date of the Closing Date Term Loan is extended from July 13, 2026 to July 13, 2027; (ii) the regular interest rate applicable to the Closing Date Term Loan will remain at three-month SOFR plus 5%; however, the Closing Date Term Loan will also be subject to a guaranteed minimum return of 20% (the “MOIC”); (iii) the Company is obligated to make monthly payments on the Closing Date Term Loan of $1 million beginning on October 1, 2026, which will include repayment of principal and the MOIC thereon; and (iv) the default interest rate is raised to 5% above the per annum rate otherwise applicable. In connection with the Third Amendment, on the Effective Date, the Company entered into an amendment (the “Warrant Amendment”) to the Warrant Agreement, dated as of May 13, 2024, by and between the Company and its warrant agent to extend the exercise period of the warrants issued thereunder from May 13, 2029 to May 13, 2030 and to reduce the exercise price of the warrants from $2.53 per share to $2.28 per share.\n\nThe Third Amendment and the Term Loan Agreement contain customary representations and warranties of the Company, affirmative and negative covenants (including, without limitation, a $4 million minimum liquidity covenant, as well as covenants restricting the Company from certain distributions, investments, indebtedness, sales of assets, loans, and payments), events of default and remedies thereupon, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.\n\nThe foregoing descriptions of the Third Amendment and Warrant Amendment are qualified by reference to the full text of the Third Amendment and Warrant Amendment, respectively, which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and incorporated herein by reference. The Third Amendment has been included to provide investors with information regarding its terms. The representations, warranties and covenants contained in the Third Amendment were made only for purposes of the Third Amendment and as of specific dates, were solely for the benefit of the parties to the Third Amendment, are subject to limitations agreed upon by the parties thereto, and should not be relied upon by investors."}