Form S-8 Genasys Inc.

 

As filed with the Securities and Exchange Commission on May 14, 2021

 

Registration No. 333-_______

 

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

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FORM S-8 

 

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

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Genasys Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware		87-0361799
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Genasys Inc.

16262 West Bernardo Drive

San Diego, California 92127

(Address of Principal Executive Offices) (Zip Code)

 

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Amended and Restated 2015 Equity Incentive Plan

(Full Title of the Plan)

 

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Richard S. Danforth

Chief Executive Officer

Genasys Inc.

16262 West Bernardo Drive

San Diego, California 92127

(Name and Address of Agent for Service)

 

(856) 676-1112 

(Telephone Number, Including Area Code, of Agent For Service)

 

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Copy to:

 

Joshua E. Little, Esq.

Dentons Durham Jones Pinegar P.C.

192 E. 200 N., Third Floor

St. George, Utah 84770

(435) 674-0400 

 

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, 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.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of Securities Act. ☐

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities To Be Registered	Amount To Be Registered	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, par value $0.00001 per share	5,000,000 shares (1)	$5,425 (2)	$27,125,000	$2,960

 

(1)

Represents an additional 5,000,000 shares of Common Stock available for future issuance under the Amended and Restated 2015 Equity Incentive Plan (the “Equity Plan”) pursuant to the amendment of the Equity Plan approved by the stockholders of the Company on March 16, 2021, which increased the shares of Common Stock available for issuance under the Equity Plan by 5,000,000. The maximum number of shares which may be sold upon the exercise of such options or issuance of stock-based awards granted under the Equity Plan are subject to adjustment in accordance with certain anti-dilution and other provisions of the Equity Plan. Accordingly, pursuant to Rule 416 under the Securities Act, this Registration Statement covers, in addition to the number of shares stated above, an indeterminate number of shares which may be subject to grant or otherwise issuable after the operation of any such anti-dilution and other provisions.

 

(2)

This estimate is made pursuant to Rules 457(c) and 457(h) of the Securities Act solely for purposes of calculating the registration fee. The Proposed Maximum Offering Price Per Share is $5,425, which is the average of the high and low prices for the Registrant’s common stock as reported on The Nasdaq Global Select Market on May 13, 2021.

 

 

Proposed sales to take place as soon after the effective date of the registration statement as awards granted under the Equity Plan are granted, exercised and/or distributed.

 

 

EXPLANATORY NOTE

 

This Registration Statement registers the offer and sale of an additional aggregate 5,000,000 shares of Common Stock for issuance under the Equity Plan. In accordance with Instruction E to Form S-8, the contents of the following prior registration statement on Form S-8, previously filed with respect to the Equity Plan (the “Prior Registration Statements”), are hereby incorporated by reference:

 

●

With respect to the Equity Plan, the Company previously registered 5,000,000 shares of Common Stock on Form S-8 filed with the Commission on May 28, 2015 (File No. 333-204507).

 

In accordance with the instructional Note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement on Form S-8 for offers of Common Stock pursuant to the Equity Plan. The documents containing the information specified in Part I will be delivered to the participants in the Equity Plan covered by this Registration Statement as required by Rule 428(b)(1) under the Securities Act.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

In accordance with the rules and regulations of the Commission, the information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement or in a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act.

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

In accordance with the rules and regulations of the Commission, the information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement or in a prospectus or prospectus supplement pursuant to Rule 424 of the Securities Act.

 

Item 3.         Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Commission are hereby incorporated into this Registration Statement by reference:

 

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our Annual Report on Form 10-K for the year ended September 30, 2020, filed with the Commission on December 10, 2020;

 

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the portions of our Definitive Proxy Statement on Schedule 14A filed with the Commission on January 27, 2021 that are deemed “filed” with the Commission;

 

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our Quarterly Reports on Form 10-Q for the quarters ended December 31, 2020 and March 31, 2021, filed with the Commission on February 10, 2021 and May 13, 2021, respectively;

 

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our Current Reports on Form 8-K filed with the Commission on October 5, 2020, November 5, 2020, December 9, 2020, February 9, 2021, March 17, 2021, March 19, 2021 and May 13, 2021;

 

●

the description of our Common Stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended September 30, 2020, filed with the Commission on December 10, 2020, including any subsequent amendments or reports filed for the purpose of updating such description.

 

In addition, all documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date of this Registration Statement (other than any such documents or portions thereof that are furnished, including under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, unless otherwise indicated therein, including any exhibits included with such Items), prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

 

 

Item 8.         Exhibits.

 

The following exhibits are filed herewith:

 

Exhibit Number		Exhibit Description		Filed with this Report		Incorporated by Reference herein from Form or Schedule		Filing Date		SEC File/Reg. Number
5.1		Opinion of Dentons Durham Jones Pinegar P.C., filed herewith		X
10.1*		LRAD Corporation 2015 Equity Incentive Plan				Form 8-K (Exhibit 10.1)		03/24/15		000-24248
10.2*		LRAD Corporation Amended and Restated 2015 Equity Incentive Plan				Form 8-K (Exhibit 10.1)		03/16/17		000-24248
10.3*		Amendment to the Amended and Restated 2015 Equity Incentive Plan				Form 8-K (Exhibit 10.1)		3/19/21		000-24248
23.1		Consent of Independent Registered Public Accounting Firm, Baker Tilly US, LLP, filed herewith		X
23.2		Consent of Dentons Durham Jones Pinegar P.C. (included in Exhibit 5.1)		X

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 14, 2021.

 

GENASYS INC.
By:		/s/ Richard S. Danforth
		Richard S. Danforth
		Chief Executive Officer

 

POWER OF ATTORNEY AND SIGNATURES

 

We, the undersigned officers and directors of Genasys Inc. (the “Company”), hereby severally constitute and appoint Richard S. Danforth, and each of them singly, our true and lawful attorneys, with full power to them, and to each of them singly, to sign for us and in our names in the capacities indicated below, any and all amendments to this Registration Statement, and all other documents in connection therewith to be filed with the Securities and Exchange Commission, and generally to do all things in our names and on our behalf in such capacities to enable the Company to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

 

Signature		Title(s)		Date
/s/ Richard S. Danforth		Chief Executive Officer and Director		May 14, 2021
Richard S. Danforth		(Principal Executive Officer)
/s/ Dennis D. Klahn		Chief Financial Officer		May 14, 2021
Dennis D. Klahn		(Principal Financial and Accounting Officer)
/s/ General John G. Coburn		Chairman of the Board of Directors		May 14, 2021
General John G. Coburn
/s/ Scott L. Anchin		Director		May 14, 2021
Scott L. Anchin
/s/ Laura M. Clague		Director		May 14, 2021
Laura M. Clague
/s/ Daniel H. McCollum		Director		May 14, 2021
Daniel H. McCollum
/s/ Richard H. Osgood III		Director		May 14, 2021
Richard H. Osgood

 

Exhibit 5.1

 

Dentons Durham Jones Pinegar P.C. 192 East 200 North, Third Floor St. George, Utah  84770 United States   dentons.com

 

 

 

May 14, 2021

 

Genasys Inc.
16262 West Bernardo Drive
San Diego, CA 92127

 

Re:	Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

We have acted as special counsel to Genasys Inc., a Delaware corporation (the “Company”), in connection with the proposed issuance of an aggregate of 5,000,000 shares (the “Shares”) of common stock, $0.00001 par value per share, of the Company (the “Common Stock”), pursuant to the Amended and Restated 2015 Equity Incentive Plan (as amended, the “Equity Plan”) . The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on May 14, 2021 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issuance of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this opinion. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the state laws of the State of Delaware, and we express no opinion with respect to the applicability thereto, or the effect thereon, of any other laws, or as to any matters of municipal law or the laws of any local agencies within any state.

 

In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares have been issued by the Company against payment thereof, in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the Plan are duly authorized by all necessary corporate action and exercised in accordance with the requirements of law, such corporate action and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issuance and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable.

 

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. This opinion letter is rendered to you as of the date hereof, and we assume no obligation to advise you or any other person with regard to any change after the date hereof in the circumstances or the law that may bear on the matters set forth herein even if the change may affect the legal analysis, legal conclusion or other matters in this opinion letter.

 

Durham Jones & Pinegar ► LEAD Advogados ► Rattagan Macchiavello Arocena ► Jiménez de Aréchaga Viana & Brause ► Lee International ► Kensington Swan ► Bingham Greenebaum ► Cohen & Grigsby ► Sayarh & Menjra ► Larraín Rencoret ► For more information on the firms that have come together to form Dentons, go to dentons.com/legacyfirms

 

Dentons is an international legal practice providing client services worldwide through its member firms and affiliates. Please see dentons.com for Legal Notices.

 

 

May 14, 2021 Page 2

dentons.com

 

 

We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,

 

/s/ Dentons Durham Jones Pinegar P.C.

 

Exhibit 23.1

 

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

Genasys Inc.

San Diego, California

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Genasys Inc. of our report dated December 9, 2020, relating to the consolidated financial statements of Genasys, Inc., appearing in the Annual Report on Form 10-K of Genasys, Inc. for the year ended September 30, 2020 filed with the Securities and Exchange Commission on December 10, 2020.

 

/s/ BAKER TILLY US, LLP

 

San Diego, California

May 14, 2021

 

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