SEC Comment Letter 0000000000-24-014302 to Genasys Inc. (GNSS) (CIK 0000924383) (GNSS)
Genasys Inc. (GNSS) (CIK 0000924383)
Date: Dec. 27, 2024 · CIK: 0000924383 · Accession: 0000000000-24-014302
AI Filing Summary & Sentiment
File numbers found in text: 333-283977
Letter
December 27, 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 on December 20, 2024 File No. 333-283977 Dear Richard Danforth: We have conducted a limited review of your registration statement and have the following comment. 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. Form S-3 filed on December 20, 2024 General 1.We note that your registration statement incorporates by reference your Form 10-K for the fiscal year ended September 30, 2024, which in turn incorporates by reference certain Part III information from a definitive proxy statement that you have not yet filed. Please be advised that we cannot accelerate the effective date of your registration statement until you have amended your Form 10-K to include the Part III information or have filed a proxy statement which includes such information. For guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and Disclosure Interpretations. 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
December 27, 2024 Page 2 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 Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing cc:Joshua Little
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December 27, 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 on December 20, 2024
File No. 333-283977
Dear Richard Danforth:
We have conducted a limited review of your registration statement and have the
following comment.
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.
Form S-3 filed on December 20, 2024
General
1.We note that your registration statement incorporates by reference your Form 10-K
for the fiscal year ended September 30, 2024, which in turn incorporates by reference
certain Part III information from a definitive proxy statement that you have not yet
filed. Please be advised that we cannot accelerate the effective date of your
registration statement until you have amended your Form 10-K to include the Part
III information or have filed a proxy statement which includes such information. For
guidance, please refer to Question 123.01 of the Securities Act Forms Compliance and
Disclosure Interpretations.
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
December 27, 2024
Page 2
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 Sarah Sidwell at 202-551-4733 or Jennifer Angelini at 202-551-3047
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Joshua Little