Genasys Inc 2023年度报告

FORM 10-K ☐ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year endedSeptember 30, 2024or Commission File Number 0-24248 (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by a check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark, whether the registrant has filed a report on and attestations to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo The aggregate market value of the voting common stock held by nonaffiliates of the registrant as of March 29, 2024 (the last business day ofthe registrant’s most recently completed second fiscal quarter) was $88.8 million based upon the closing price of the shares on the NASDAQCapital Market on that date. This calculation does not reflect a determination that such persons are affiliates for any other purpose. Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date: 44,928,967 shares of common stock, par value $0.00001 per share, as of December 4, 2024. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement filed with the Commission pursuant to Regulation 14A in connection with theregistrant’s 2025 Annual Meeting of Stockholders, to be filed subsequent to the date of this report, are incorporated by reference into Part IIIof this report. The definitive proxy statement will be filed with the Commission not later than 120 days after the conclusion of the registrant’sfiscal year ended September 30, 2024. TABLE OF CONTENTS PART I ITEM 1.BusinessITEM 1A.Risk FactorsITEM 1B.Unresolved Staff CommentsITEM 1C.CybersecurityITEM 2.PropertiesITEM 3.Legal ProceedingsITEM 4.Mine Safety Disclosures ITEM 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities28ITEM 6.Reserved28ITEM 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations29ITEM 7A.Quantitative and Qualitative Disclosures About Market Risk41ITEM 8.Financial Statements and Supplementary Data41ITEM 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure41ITEM 9A.Controls and Procedures42ITEM 9B.Other Information42ITEM 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections42 PART IIIDirectors, Executive Officers and Corporate Governance ITEM 10.43ITEM 11.Executive Compensation43ITEM 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters43ITEM 13.Certain Relationships and Related Transactions, and Director Independence43ITEM 14.Principal Accountant Fees and Services43 PART IVExhibits and Financial Statement Schedules ITEM 15.44Consolidated Financial StatementsF-iSignatures PART I Forward Looking Statements This Annual Report on Form 10-K contains forward-looking statements relating to future events or the futureperformance of our company. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”“estimates” and similar expressions or variations of such words are intended to identify forward-lookingstatements but are not the only means of identifying forward-looking statements. Such statements are predictions;actual events or results may differ materially. In evaluating such statements