United States securities and exchange commission logo
June 25, 2024
Richard Danforth
Chief Executive Officer
Genasys Inc.
16262 West Bernardo Drive
San Diego, CA 92127
Re: Genasys Inc.
Registration
Statement on Form S-3
Filed June 12, 2024
File No. 333-280137
Dear Richard Danforth:
We have conducted a limited review of your registration statement
and have the
following comment(s).
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 Filed June 12, 2024
Plan of Distribution, page 9
1. We note your disclosure
stating that the "Private Placement Warrants and the shares of
Common Stock may be
sold in one or more transactions fixed prices, at prevailing market
prices at the time of
sale, prices related to the prevailing market prices, varying prices
determined at the time
of sale, or negotiated prices." However, we also note that while
your Common Stock is
listed on Nasdaq, the Private Placement Warrants are not listed or
quoted. Therefore, the
Private Placement Warrants may only be resold at a fixed price
unless and until they
are listed or quoted. Please revise throughout to disclose the fixed
price at which the
selling security holders will sell the warrants until the securities are
quoted on the exchange
or trading market, after which those securities will be offered and
sold at prevailing
market prices or at negotiated prices.
Richard Danforth
FirstName LastNameRichard Danforth
Genasys Inc.
Comapany
June NameGenasys Inc.
25, 2024
June 25,
Page 2 2024 Page 2
FirstName LastName
Incorporation by Reference, page 10
2. Please revise your list of filings that are incorporated by reference
to include all required
previous filings, including the Form 8-K filed October 4, 2023.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Eranga Dias at 202-551-8107 or Geoffrey Kruczek at
202-551-3641 with
any other questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Joshua Little