Genasys Inc.

Item 5. Other Information.

During the quarter ended March 31, 2025, none of our directors or executive officers adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement” as that term is used in SEC regulations.

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.

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.

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.

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.