8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

HENNESSY ADVISORS, INC.

(Exact name of Registrant as Specified in Its Charter)

(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 (§ 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. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On December 7, 2022, Hennessy Advisors, Inc. (the “Company”) appointed Kiera Newton to the Company’s Board of Directors (the “Board”), effective December 8, 2022. Ms. Newton will serve until the Company’s annual meeting of shareholders to be held in 2023 and until her successor is duly elected and qualified. The Board has determined that Ms. Newton is independent within the meaning of Nasdaq Marketplace Rule 5606(a)(2). The Board also appointed Ms. Newton to the Audit Committee of the Board and the Audit Committee designated her as its Chair.

Ms. Newton will receive compensation as a non-management director in accordance with the Company’s non-management director compensation practices as described in the section titled “Corporate Governance Practices–Director Compensation” of the Company’s Annual Meeting Proxy Statement filed with the Securities and Exchange Commission from time to time.

Item 8.01. Other Events.

On December 8, 2022, as part of a periodic Board refreshment process, Daniel G. Libarle, Rodger Offenbach, and Daniel B. Steadman were not nominated for reelection to the Board and are transitioning to serve on the Company’s Advisory Committee. In connection with Ms. Newton’s appointment and the refreshment process, the Board has set its size at eight members.

A copy of the press release announcing the appointment of Ms. Newton to the Board 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.

Exhibit 99.1

Hennessy Advisors, Inc. Announces Changes to the Board of Directors

NOVATO, Calif., Dec. 8, 2022 /PRNewswire/ -- Hennessy Advisors, Inc. (the "Company") (Nasdaq: HNNA) today announced that Kiera Newton has been named to the Company's Board of Directors and as the new Chair to the Audit Committee. Ms. Newton is an excellent complement to the board with her extensive financial background and detailed knowledge of the industry. Ms. Newton has more than seven years of public accounting audit experience to draw from in her role as a Director and Audit Committee Chair.

In conjunction with Ms. Newton's appointment to the Board of Directors, she is transitioning out of her current role as the founding member of the Company's Advisory Committee. Additionally, the following three current directors are transitioning to serve on the Company's Advisory Committee: Daniel B. Steadman, EVP of Hennessy Advisors, Inc., Daniel G. Libarle, and Rodger D. Offenbach.

"Kiera is a wonderful addition to our Board," said Neil Hennessy, the Company's Chairman and CEO. "Her deep understanding of Hennessy Advisors as well as her high level of financial literacy will undoubtedly benefit our Board and our shareholders in many ways," he continued.

"It is with great pride that I further announce that Kiera's addition to the Board of Directors allows three of our existing directors the ability to transition to a more limited advisory role," said Teresa Nilsen, the Company's President and COO. "Dan Steadman, Dan Libarle, and Rodger Offenbach are ready to provide mentorship and guidance from their new positions on the Advisory Committee," she added.

Ms. Newton will join the Board as the eighth director and fifth independent director, and she will serve the Company's shareholders alongside Neil Hennessy, Teresa M. Nilsen, and Brian A. Hennessy, as well as independent directors Henry C. Hansel, Lydia Knight-O'Riordan, Susan Weber Pomilia, and Thomas L. Seavey.

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 Information

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward-Looking Statements

This 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.

Media Contact: Teresa Nilsen, Hennessy Advisors, Inc., terry@hennessyadvisors.com; 800-966-4354