Form 8-K
8-K — Genasys Inc.
Accession: 0001193125-26-131789
Filed: 2026-03-30
Period: 2026-03-26
CIK: 0000924383
SIC: 3651 (HOUSEHOLD AUDIO & VIDEO EQUIPMENT)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — gnss-20260326.htm (Primary)
EX-99.1 (gnss-ex99_1.htm)
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8-K
8-K (Primary)
Filename: gnss-20260326.htm · Sequence: 1
8-K
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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 26, 2026
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)
(IRS Employer
Identification No.)
16262 West Bernardo Drive
San Diego, California
92127
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 858 676-1112
(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 240.14a-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))
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, $0.00001 par value per share
GNSS
NASDAQ Capital Market
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 26, 2026, the Board of Directors (the “Board”) of Genasys Inc., a Delaware corporation (the “Company”), elected Lawrence F. Hagenbuch as a director, to hold office until the Company’s next annual meeting of stockholders and until his successor has been duly elected and qualified, and appointed Mr. Hagenbuch to serve as the chairman of the Company’s Audit Committee.
Mr. Hagenbuch, age 59, has, since July 2022, been serving as an Operating Partner at Crossplane Capital, a private equity firm focused on control-oriented investments in middle-market companies. In this role, he works closely with portfolio company management teams and boards on financial performance, capital allocation, operational improvement, and the strengthening of internal controls and reporting processes. Prior to joining Crossplane Capital, Mr. Hagenbuch was a Managing Director with Huron Consulting from August 2018 through May 2022, where he led turnaround and interim management engagements, frequently serving in senior financial and operational leadership roles. His work included improving liquidity, overseeing financial reporting, implementing cost and working capital initiatives, and enhancing control environments.
Earlier in his career, he held operational and financial leadership roles with GE and GE Capital, J. Hilburn, and American National Can, and served as a consultant with AlixPartners and Booz Allen Hamilton, advising companies on restructuring, performance improvement, and financial strategy. Mr. Hagenbuch has significant public company board experience. He has been serving as a director of HireQuest, Inc. (NASDAQ: HQI) since April 2018 and currently serves as Chair of its Audit Committee. He previously served on the Boards of Directors of Remy International, Inc. (NASDAQ: REMY), including on its Audit and Compensation Committees, Arotech Corporation (NASDAQ: ARTX) and Optex Systems Holdings, Inc. (NASDAQ: OPXS), with responsibilities that included oversight of financial reporting, audit processes, and risk management. He began his career as an officer in the United States Navy. Mr. Hagenbuch holds a bachelor’s degree in engineering from Vanderbilt University and an MBA from The Wharton School at the University of Pennsylvania.
As part of his election, Mr. Hagenbuch was granted restricted stock units on the same terms and conditions as the units granted to the remaining non-employee directors on March 17, 2026. Mr. Hagenbuch is expected to be compensated in accordance with the Company’s non-employee director compensation practices.
Item 7.01 Regulation FD Disclosure.
On March 30, 2026, the Company issued a press release in connection with Mr. Hagenbuch’s election, which is attached hereto as Exhibit 99.1.
The information furnished in this Item 7.01 and in the corresponding exhibit shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
Description
99.1
Press Release, dated March 30, 2026, issued by the Company.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
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 hereunto duly authorized.
Genasys Inc.
Date:
March 30, 2026
By:
/s/ Richard S. Danforth
Richard S. Danforth
Chief Executive Officer
EX-99.1
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Genasys Inc. Appoints Larry Hagenbuch
to Board of Directors
SAN DIEGO, CA – March 30, 2026 – Genasys Inc. (NASDAQ: GNSS), the global leader in Protective Communications, today announced that Larry Hagenbuch has been appointed to its Board of Directors and will serve as Chair of the Audit Committee. Mr. Hagenbuch is an operating partner of Crossplane Capital, a private equity firm located in Dallas, Texas.
Richard Danforth, CEO of Genasys Inc., said, “Larry brings deep audit and financial oversight experience, having served as audit committee chair for multiple public companies, including HireQuest (NASDAQ: HQI) and Optex Systems, and previously serving on audit committees at Remy International. His background as a former COO and CFO, combined with decades of operational, restructuring, and governance leadership across public and private enterprises, positions him to provide strong, independent financial stewardship as Audit Chair.”
“I am pleased to join the Board and work with Richard, fellow board members, and the Genasys team execute on the Company’s objectives,” said Mr. Hagenbuch. “With the Puerto Rico Dams Early Warning System project and other large hardware and software business opportunities, Genasys is at a major inflection point. I look forward to using my financial, audit, and operations experience and perspective to help the Company scale growth.”
Before joining Crossplane Capital, Mr. Hagenbuch led Huron Consulting’s Interim Management Practice, where he served in several interim C-level positions, driving significant improvements in both profitability and liquidity.
Before Huron Consulting, Mr. Hagenbuch held operational roles with GE, GE Capital, and J. Hilburn, He also served as a consultant with Alix Partners and Booz, Allen & Hamilton.
Mr. Hagenbuch began his career in the United States Navy, serving as the weapons officer on the USS Reuben James (FFG-57). Mr. Hagenbuch earned a BS in Mechanical and Materials Engineering from Vanderbilt University and an MBA from Wharton School at the University of Pennsylvania.
About Genasys Inc.
Genasys is the global leader in Protective Communications™, providing the most comprehensive portfolio of preparedness, response, and analytics software and hardware solutions available. The company’s Long Range Acoustic Device® (LRAD®) and Protect Platform, which includes Genasys Protect® and Genasys Evertel®, are designed around one premise: ensuring organizations and public safety agencies are Ready when it matters®. Protecting people and saving lives for over 40 years, Genasys covers more than 155 million people in all 50 states and in over 100 countries worldwide. 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 the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those suggested in any forward-looking statement. The risks and uncertainties in these forward-looking statements include without limitation risks relating to the effects of continued geopolitical unrest and regional conflicts, including the conflict in Iran and its effect on global oil supply and prices, receiving timely payment under, regulatory uncertainties surrounding, or disruptions in governmental support or funding of, the Puerto Rico project, our reliance on a limited number of customers, the likely need for additional capital, actual or perceived failures or breaches of our information and security systems, continued funding of government spending, the timing of such funding, general economic and business conditions, including unforeseen weakness in the Company’s markets, competition, changes in technology and methods of marketing, changes in customer order patterns, changes in product mix, continued success in technological advances and delivering technological innovations, market acceptance of the Company’s products, shortages in components or price increases that cannot be passed on to customers, inability to fully realize the expected benefits from acquisitions and restructurings or delays in realizing such benefits, challenges in integrating acquired businesses and achieving anticipated synergies, changes to export regulations, difficulties in retaining key employees and customers, changes in the market for microcap stocks regardless of growth and value and various other factors beyond our 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 potential risks and uncertainties, see the “Risk Factors” section of the Company’s Form 10-K for the fiscal year ended September 30, 2025. Genasys Inc. disclaims any intent or obligation to publicly update or revise forward-looking statements, except as otherwise specifically stated.
Investor Relations Contact
Scott Liolios and Clay Liolios
Gateway Group, Inc.
(949) 574-3860
GNSS@gateway-grp.com
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