Exhibit 3.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 6, 2020
Genasys Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-24248 |
87-0361799 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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16262 West Bernardo Drive |
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San Diego, California 92127 |
(Address of Principal Executive Offices)
858-676-1112
(Registrant’s telephone number, including area code)
LRAD Corporation
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14.a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common stock, $.00001 par value per share |
GNSS |
NASDAQ Capital Market |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective January 6, 2020, Genasys Inc., formerly known as LRAD Corporation, a Delaware corporation (the “Company”), filed a Certificate of Amendment (the “Certificate of Amendment”) to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a change of the Company’s name to “Genasys Inc.” to formalize the Company’s rebranding that was implemented in October 2019.
The formal name change does not affect the rights of the Company’s stockholders and there were no changes to the Company’s Certificate of Incorporation other than to reflect the name change. The Company’s common stock will continue to trade on the Nasdaq Capital Market under the Symbol “GNSS” and the CUSIP number for the Common Stock is now 36872P103. Outstanding stock certificates for shares of the Company are not affected by the name change, and they continue to be valid and need not be exchanged.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
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(d) |
Exhibits. |
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3.1 |
Certificate of Amendment to the Certificate of Incorporation of Genasys Inc., dated January 6, 2020. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: January 10, 2020
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Genasys Inc. |
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By: |
/s/ Dennis D. Klahn |
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Dennis D. Klahn |
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Chief Financial Officer |
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Exhibit 3.1