Genasys Inc.

Current report

The recent announcements of substantial new tariffs and other restrictive trade policies have created a dynamic and unpredictable trade landscape, which may adversely impact our business. Current or future tariffs or other restrictive trade measures may raise the costs of raw materials, components or finished goods, which may adversely impact both our product offerings and our operational expenses. Such cost increases may reduce our margins and require us to increase prices, which could harm our competitive position, reduce customer demand and damage customer relationships.

Current report

Trade disputes, trade restrictions, tariffs and other political tensions between the U.S. and other countries may also exacerbate unfavorable macroeconomic conditions including inflationary pressures, foreign exchange volatility, financial market instability, and economic recessions or downturns, which may also negatively impact customer demand for our products or services, delay purchases or renewals, limit expansion opportunities with customers, limit our access to capital, or otherwise negatively impact our business and operations. Ongoing tariff, trade restrictions and macroeconomic uncertainty has and may continue to contribute to volatility in the price of our common stock.

Current report

Ongoing uncertainty regarding trade policies may also complicate our short- and long-term strategic planning, and that of our partners and customers, including decisions regarding hiring, product strategy, capital investment, supply chain design and geographic expansion. While we continue to monitor trade developments, the ultimate impact of these risks remains uncertain and any prolonged economic downturn, escalation in trade tensions, or deterioration in international perception of U.S.-based companies could materially and adversely affect our business, results of operations, financial condition and prospects.

Current report

Our ability to receive the full benefits of the Puerto Rico Early Warning System project could be materially and adversely affected by the economic, governmental, and environmental conditions in Puerto Rico.

Current report

Puerto Rico’s ongoing fiscal challenges, including government debt restructuring, austerity measures, and political instability, may result in regulatory uncertainties, delays in contract execution, or disruptions in governmental support or funding tied to our services related to the Puerto Rico Early Warning System project. Additionally, Puerto Rico’s geographic location in the Caribbean makes it highly susceptible to hurricanes, tropical storms, earthquakes, and other natural disasters. These events can severely damage infrastructure, disrupt power and telecommunications, and hinder our ability to deliver contracted services in a timely and effective manner. The increasing frequency and intensity of such events, potentially driven by climate change, heightens the risk of prolonged service interruptions or inability to meet contractual obligations.

Current report

If the government of Puerto Rico is unable to maintain essential public services, or fund projects we are engaged in, including the Puerto Rico Early Warning System project, or if future weather events or other disasters impair our operations or supply chain, we may face significant challenges in meeting our performance obligations, which could result in penalties, reputational harm, or loss of future business, and we may not timely achieve the anticipate benefits related to the project. Any of these factors could materially adversely affect our business, results of operations, and financial condition.

Current report

On May 9, 2025, the Company entered into a First Amendment to Term Loan and Security Agreement (the “Amendment”) among the Company, Evertel Technologies, LLC, Zonehaven LLC (“Zonehaven”), Genasys Puerto Rico, LLC (“Genasys PR”), the lenders from time to time party thereto (the “Lenders”) and Cantor Fitzgerald Securities, as administrative agent and collateral agent, pursuant to which the Company amended the Term Loan and Security Agreement entered into among such parties on May 13, 2024. The Amendment provides an additional term loan to the Company in the aggregate principal amount of $4 million (the “First Amendment Term Loan”), and a process to obtain, at the Lenders’ sole discretion, an additional term loan of up to $4 million (the “Additional Term Loan”). The First Amendment Term Loan and any Additional Term Loan provided under the First Amendment will mature on December 31, 2025, and will bear interest at a rate equal to the three-month Term SOFR plus five percent (5.00%) per annum. Interest on the outstanding principal balance of each such loan is payable quarterly in arrears in cash. In addition, the Company will be required to pay to the Lenders, concurrently with each payment of principal under the First Amendment Term Loan and any Additional Term Loan, an additional amount such that the Lenders receive a total return equal to the 30% of the principal amount being repaid, including the interest paid on such principal amount and such additional payment amount.

Current report

The Company’s obligations under the First Amendment Term Loan are also secured by a first-priority security interest in all of its assets. In addition, the Company’s subsidiaries Evertel, Zonehaven and Genasys PR guaranteed all of the obligations of the Company in connection with the First Amendment Term Loan.

Current report

The Amendment contains customary representation and warranties of the Company, affirmative and negative covenants, including without limitation restricting the Company from certain distributions, investments, indebtedness, sales of assets, loans and payments, of the Company, events of default and remedies thereupon, indemnification obligations of the Company, termination provisions, and other obligations and rights of the parties.

Current report

The foregoing description of the Amendment is qualified by reference to the full text of the Amendment, which is filed as an Exhibits hereto and incorporated herein by reference.