8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 9, 2023

HENNESSY ADVISORS, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number including area code: (415) 899-1555

Not Applicable

(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:

 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)

 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

Item 2.02. Results of Operations and Financial Condition

On February 9, 2023, Hennessy Advisors, Inc. issued a press release announcing its financial results for the fiscal quarter ended December 31, 2022. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 7.01. Regulation FD Disclosure

On February 9, 2023, the Company issued a press release announcing that it had declared a cash dividend of $0.1375 per share on its common stock. The cash dividend is payable March 6, 2023, to shareholders of record at the close of business on February 21, 2023. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

EXHIBIT INDEX

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 hereunto duly authorized.

HENNESSY ADVISORS, INC.

February 9, 2023 By: /s/ Teresa M. Nilsen

Teresa M. Nilsen President

Exhibit 99.1

Hennessy Advisors, Inc. Reports Quarterly Earnings Per Share and Announces Quarterly Dividend

NOVATO, Calif., Feb. 9, 2023 /PRNewswire/ -- Hennessy Advisors, Inc. (Nasdaq:HNNA) reported results for its first fiscal quarter of 2023, which ended December 31, 2022. The firm also announced a quarterly dividend of $0.1375 per share to be paid on March 6, 2023, to shareholders of record as of February 21, 2023, which represents an annualized dividend yield of 5.6%.*

"There is no doubt that 2022 was a tumultuous year in the financial markets. All the major indices suffered losses as our economy dealt with inflation, oil price shocks, interest rate increases, war, political division, and the rumors of an impending recession. I feel certain that volatility actually created a shifting investment landscape as investors had to go back to basics and invest utilizing fundamentals while they watched FAANG stocks fall from all-time highs, cryptocurrency implode, and meme-stock euphoria subside. Here at Hennessy, six of our sixteen mutual funds were positive in 2022, as we stick to value investing for the long-term," said Neil Hennessy, Chairman and CEO. "Although we will likely see continued volatility, I remain confident that our economy is in good shape. The unemployment rate is low at 3.5%, and in the final quarter of 2022 real GDP grew at an annualized rate of 2.9%, even amidst interest rate hikes and inflationary pressure. We may continue to have corrections along the way, but I believe we have the potential for real growth in the market and in our economy over the longer term," he added.

"We are excited to add the first ETF to our line-up, the Hennessy Stance ESG Large Cap ETF (NYSE: STNC). While our assets under management were down year over year, we feel confident that expanding our product offerings while adapting and innovating our sales and marketing program with broader digital engagement will help support organic growth in the future," said Teresa Nilsen, President and COO. "We have experienced many market cycles in our years in the investment industry, and we have maintained a conservative balance sheet and an income statement with significant variable costs to navigate a variety of market environments. Our available cash net of debt has grown 17.9% this calendar year, and we are both optimistic and prepared for new strategic acquisition opportunities when they arise," she added.

Summary Highlights (compared to the prior comparable quarter ended December 31, 2021):

• Total revenue of $6.1 million, a decrease of 28%.
• Net income of $1.1 million, a decrease of 42%.
• Fully diluted earnings per share of $0.15, a decrease of 40%.
• Average assets under management, upon which revenue is earned, of $3.0 billion, a decrease of 26%.
• Total assets under management of $3.0 billion, a decrease of 26%.
• Cash and cash equivalents, net of gross debt, of $16.8 million, an increase of 18%.

**About Hennessy Advisors, Inc.**Hennessy Advisors, Inc. is a publicly traded investment manager offering a broad range of domestic equity, multi-asset, and sector and specialty funds. Hennessy Advisors, Inc. is committed to providing superior service to shareholders and employing a consistent and disciplined approach to investing based on a buy–and–hold philosophy that rejects the idea of market timing.

Supplemental InformationNothing in this press release shall be considered a solicitation to buy or an offer to sell a security to any person in any jurisdiction where such offer, solicitation, purchase, or sale would be unlawful under the securities laws of such jurisdiction.

Forward-Looking StatementsThis press release contains "forward-looking statements" for which Hennessy Advisors, Inc. claims the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. Forward–looking statements relate to expectations and projections about future events based on currently available information. Forward–looking statements are not a guarantee of future performance or results and are not necessarily accurate indications of the times at which, or means by which, such performance or results may be achieved. Forward–looking statements are subject to risks, uncertainties, and assumptions, including those described in the sections entitled "Risk Factors" and elsewhere in the reports that Hennessy Advisors, Inc. files with the Securities and Exchange Commission. Unforeseen developments could cause actual performance or results to differ substantially from those expressed in, or suggested by, the forward–looking statements. Hennessy Advisors, Inc. management does not assume responsibility for the accuracy or completeness of the forward-looking statements and undertakes no responsibility to update any such statement after the date of this press release to conform to actual results or to changes in expectations.

CONTACT: Media Contacts: Teresa Nilsen, Hennessy Advisors, Inc., Terry@hennessyadvisors.com; 800-966-4354; Hibre Teklemariam, SunStar Strategic, HTeklemariam@sunstarstrategic.com; 703-894-1057