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                             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