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Item 1A. Risk Factors

2023-12-07 compared with 2022-12-07 · 115 added, 82 removed, 174 unchanged (53% of the section changed)

We face many risks and uncertainties, many of which are inherent in the financial services industry and the investment advisory business.

Investors should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10-K, in evaluating us and our common stock.

Investors should carefully consider the risks described below, together with all of the other information included in this Annual Report on Form 10‑K, in evaluating us and our common stock.

Our business, results of operations, financial condition, and stock price could be materially adversely affected by any of the risks we face, including those described below.

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Accordingly, our revenues increase or decrease as our average assets under management increases or decreases, which is affected by market appreciation or depreciation and purchases and redemptions of shares of the Hennessy Funds.

Changing market conditions could also cause an impairment to the value of our management contracts asset.

Changing market conditions could also cause an impairment to the value of our management contract asset.

Investors in the Hennessy Funds can redeem their investments at any time and for any reason, including poor investment performance and volatile equity markets.

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If the Hennessy Funds perform poorly compared to the investment products offered by other investment advisory firms, we may experience a decrease in purchases of shares and an increase in redemptions of shares of the Hennessy Funds.

Further, sharp declines in the stock market, such as those experienced during fiscal year 2022, have and may continue to cause increases in redemptions of shares of the Hennessy Funds.

Further, sharp declines in the stock market have and may continue to cause increases in redemptions of shares of the Hennessy Funds.

Such redemptions reduce our assets under management and adversely affect our revenues.

Our business and operations are subject to adverse effects from market reactions to the outbreak of contagious diseases.

The outbreak and spread of contagious diseases such as COVID-19 has adversely impacted global commercial activity, contributed to significant volatility in global equity and debt markets, and disrupted supply chains, operations, and economic activity.

The COVID-19 pandemic adversely impacted the value and performance of the Hennessy Funds, which resulted in declines in our revenues.

It also limited our ability to source and pursue potential acquisitions.

Future outbreaks of contagious diseases could have similar adverse impacts on our business and financial performance.

Adverse opinions of the Hennessy Funds by third parties, including rating agencies or industry analysts, could decrease new investments in, or accelerate redemptions from, the Hennessy Funds, which would adversely affect our revenues.

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The failure or negative performance of products offered by competitors may have a negative impact on the Hennessy Funds within such similar product type, irrespective of our fund performance.

Many competitors offer similar products to the Hennessy Funds, and the failure or negative performance of competitors’ products could lead to a loss of confidence in the corresponding products in the Hennessy Funds lineup, irrespective of the performance of the Hennessy Funds.

Many competitors offer similar products to the Hennessy Funds, and the failure or negative performance of competitors’

products could lead to a loss of confidence in the corresponding products in the Hennessy Funds lineup, irrespective of the performance of the Hennessy Funds.

Any loss of confidence in a product type could lead to redemptions in the Hennessy Fund within such product type, which could have a material adverse effect on our business, results of operations, and financial condition.

Our business and operations are subject to adverse effects from market reactions to the outbreak of contagious diseases.

The COVID-19 pandemic adversely impacted the value and performance of the Hennessy Funds, which resulted in declines in our revenues.

It also limited our ability to source and pursue potential acquisitions.

Future outbreaks of contagious diseases could have similar adverse impacts on our business and financial performance.

RISKS RELATING TO OUR BUSINESS MODEL AND OPERATIONS

We derive a substantial portion of our revenues from a limited number of the Hennessy Funds.

For the past several years, approximately 75% of our assets under management has been concentrated in four of our funds.

During fiscal year 2022, our average assets under management was concentrated in the following four funds:

(i) the Hennessy Focus Fund (27% of average assets under management);

(ii) the Hennessy Japan Fund (16% of average assets under management);

(iii) the Hennessy Gas Utility Fund (16% of average assets under management);

and (iv) the Hennessy Cornerstone Mid Cap 30 Fund (10% of average assets under management).

For the past several years, approximately 75% of our assets under management has been concentrated in five of our funds.

During fiscal year 2023, our average assets under management was concentrated in the following five funds:

(i) the Hennessy Focus Fund (23% of average assets under management);

(ii) the Hennessy Gas Utility Fund (17% of average assets under management);

(iii) the Hennessy Cornerstone Midcap 30 Fund (15% of average assets under management); (iv) the Hennessy Japan Fund (10% of average assets under management);

and (v) the Hennessy Cornerstone Value Fund (10% of average assets under management).

Consequently, our revenues followed a similar pattern of concentration:

(a) the Hennessy Focus Fund (32% of total revenue);

(b) the Hennessy Japan Fund (16% of total revenue);

and (d) the Hennessy Gas Utility Fund (9% of total revenue).

(a) the Hennessy Focus Fund (27% of total revenue);

(b) the Hennessy Cornerstone Midcap 30 Fund (15% of total revenue);

(d) the Hennessy Cornerstone Value Fund (10% of total revenue);

and (e) the Hennessy Japan Fund (10% of total revenue).

As a result, our operating results are particularly dependent upon the performance of a very small number funds and our ability to maintain and grow assets under management in these funds.

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This has reduced, and may continue to reduce, our assets under management and revenues.

We utilize unaffiliated sub-advisors to manage the portfolio composition of certain of the Hennessy Funds, and any matters that have an adverse impact on their businesses or any change in our relationships with our sub-advisors could lead to a reduction in assets under management, which would adversely affect our revenues.

We utilize unaffiliated sub-advisors to manage the portfolio composition of some of the Hennessy Funds.

Although we perform due diligence on our sub-advisors, we do not manage their day-to-day business activities.

Our financial condition and profitability may be adversely affected by situations that are specific to such sub-advisors, such as disruption of their operations, their exposure to disciplinary action, or reputational harm to them.

We periodically negotiate the terms and conditions of these sub-advisory relationships, and there can be no assurance that such terms will remain acceptable to us or our sub-advisors.

These relationships may also be terminated by us or the applicable sub-advisor upon short notice without penalty.

An interruption or termination of our sub-advisory relationships could affect our ability to market our sub-advised funds and result in a reduction in assets under management, which would adversely affect our revenues.

We depend on key personnel to manage our business, and the loss of any key person’s services, combined with our inability to identify and retain a suitable replacement for such person, could materially adversely affect us.

We utilize unaffiliated sub ‑

advisors to manage the portfolio composition of certain of the Hennessy Funds, and any matters that have an adverse impact on their businesses or any change in our relationships with our sub ‑

advisors could lead to a reduction in assets under management, which would adversely affect our revenues.

We utilize unaffiliated sub‑advisors to manage the portfolio composition of some of the Hennessy Funds.

Although we perform due diligence on our sub‑advisors, we do not manage their day‑to‑day business activities.

Our financial condition and profitability may be adversely affected by situations that are specific to such sub‑advisors, such as disruption of their operations, their exposure to disciplinary action, or reputational harm to them.

We periodically negotiate the terms and conditions of these sub‑advisory relationships, and there can be no assurance that such terms will remain acceptable to us or our sub‑advisors.

These relationships may also be terminated by us or the applicable sub‑advisor without penalty on 60 days’

In addition, each sub‑advisory agreement must be renewed annually by the Funds’

Board of Trustees (or by the vote of a majority of the outstanding shares of the applicable Hennessy Fund), including a majority of the disinterested trustees.

Furthermore, a sub‑advisory agreement automatically terminates if it is assigned.

Assignment is generally defined under the 1940 Act and the Advisers Act to include direct assignments as well as assignments that are deemed to occur due to the change in control of the investment advisor, which includes us or one of the sub‑advisors that we have engaged on behalf of certain of the Hennessy Funds.

However, a transaction is not an assignment under the 1940 Act or the Advisers Act if it does not result in a change of actual control or management of us or, in the context of a sub-advisor, a change of actual control or management of the sub-advisor.

Generally, if a sub‑advisor experiences a change of control but we do not, we could continue acting as an advisor to the applicable Hennessy Fund, but the shareholders of such Hennessy Fund would have to approve a new sub‑advisory agreement for the sub‑advisor.

However, for the Hennessy Stance ESG ETF, we have the authority to appoint and replace unaffiliated sub‑advisors and to enter into and make material amendments to the related sub‑advisory agreements without shareholder approval.

This is because we recently sought and received an exemptive order from the SEC to operate under a manager of managers structure and subsequently obtained shareholder approval to implement such structure for the Hennessy Stance ESG ETF.

Under the manager of managers structure, we have ultimate responsibility, subject to oversight of and approval by the Hennessy Funds’

Board of Trustees, for overseeing the Hennessy Funds’

unaffiliated sub-advisors and recommending their hiring, termination, or replacement.

We have not yet received, and do not have an estimated timeline for receiving, shareholder approval to operate under a manager of managers structure for the Hennessy Mutual Funds that are sub‑advised.

Any interruption or termination of our sub‑advisory relationships, whether due to a change of control or any other circumstance, could affect our ability to market our sub‑advised funds and result in a reduction in assets under management, which would adversely affect our revenues.

We utilize a unitary fee structure for the Hennessy Stance ESG ETF, and we bear the risk that the Fund ’

s operating expenses may increase and lead to a reduction in our revenues from the fund.

The Hennessy Stance ESG ETF pays us a unitary fee under its investment advisory agreement with us. Under a unitary fee structure, we bear all operating expenses incurred in connection with providing services to the fund. The operating expenses covered by the unitary fee include third party data providers, transfer agency, custody, fund administration, legal, audit and other services. Additionally, for no compensation, we pay all other operating expenses of the fund, including sub-advisory fees, with the exception of the following:

(1) the management fees paid to us;

(2) distribution fees and expenses paid by the fund under any distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act;

(3) interest expenses;

(4) brokerage expenses, trading expenses, and other expenses (such as stamp taxes) in connection with the execution of portfolio transactions or in connection with creation or redemption transactions;

(5) compensation paid to the independent trustees of the fund and fees paid to independent trustees’

(6) tax expenses and governmental fees;

and (7) extraordinary expenses not incurred in the course of ordinary business (the “Excluded Fees”). The fund and its shareholders bear the costs of Excluded Fees.

The unitary fee structure generally eliminates the possibility for any decrease in the total fund expense ratio during periods when assets under management increased, which could lead to increased profitability for us if ware able to achieve economies of scale.

On the other hand, if the fund’s operating expenses increase (other than Excluded Fees), this will lead to a reduction in our revenues from the fund.

We depend on key personnel to manage our business, and the loss of any key person ’

s services, combined with our inability to identify and retain a suitable replacement for such person, could materially adversely affect us.

Additionally, the cost to retain our key personnel could put pressure on our operating margins.

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We have debt and may incur additional debt, which may increase the risk of investing in us and may harm our financial condition and results of operations.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and therefore increase the risks associated with investing in our securities.

On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’ overallotment option.

The 2026 Notes mature on December 31, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2023.

Borrowings, also known as leverage, magnify the potential for gain or loss on amounts invested and therefore increase the risks associated with investing in our securities. 

On October 20, 2021, we completed a public offering of the 2026 Notes in the aggregate principal amount of $40.25 million, which included the full exercise of the underwriters’

overallotment option.

The 2026 Notes mature on December 31, 2026, and may be redeemed in whole or in part at any time or from time to time at our option on or after December 31, 2023.

The 2026 Notes bear interest at 4.875% per annum, payable on the last day of each calendar quarter and at maturity, beginning December 31, 2021.

The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of our future unsecured unsubordinated indebtedness, senior to any of our future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of our existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any future subsidiaries of ours.

The 2026 Notes are direct unsecured obligations, rank equally in right of payment with any of our future unsecured unsubordinated indebtedness, senior to any of our future indebtedness that expressly provides that it is subordinate to the 2026 Notes, effectively subordinate to all of our existing and future secured indebtedness, and structurally subordinated to all existing and future indebtedness and other obligations of any future subsidiaries of ours.

We may incur additional debt in the future.

Our indebtedness could (i) decrease our ability to obtain additional financing for working capital, capital expenditures, general corporate or other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, and (v) increase our vulnerability to adverse changes in general economic and industry conditions.

Our indebtedness could (i) decrease our ability to obtain additional financing for working capital, capital expenditures, general corporate or other purposes, (ii) limit our flexibility to make acquisitions, (iii) increase our cash requirements to support the payment of interest, (iv) limit our flexibility in planning for, or reacting to, changes in our business and our industry, and (v) increase our vulnerability to adverse changes in general economic and industry conditions.

Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which is subject to general economic conditions and financial, business, and other factors affecting our consolidated operations, many of which are beyond our control.

Changes in the distribution channels on which we depend could reduce our net revenues and hinder our growth.

Our primary source of distribution of the Hennessy Funds is through a variety of third-party financial intermediaries.

Our primary source of distribution of the Hennessy Funds is through a variety of financial institutions.

Our success is highly dependent on access to these various distribution channels.

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Increasing competition for these distribution channels could cause our distribution costs to rise, which could have a material adverse effect on our net income.

These financial intermediaries generally can terminate their relationships with us on short notice.

Mergers and other corporate transactions among distributors also may affect our relationships with financial intermediaries.

Certain of the financial intermediaries upon whom we rely to distribute the Hennessy Funds also sell their own competing proprietary investment products, which could limit the distribution of our products.

These financial institutions generally can terminate their relationships with us on short notice.

Mergers and other corporate transactions among distributors also may affect our relationships with financial institutions.

Certain of the financial institutions upon whom we rely to distribute the Hennessy Funds also sell their own competing proprietary investment products, which could limit the distribution of our products.

Investors increasingly rely on external consultants and other third parties for advice on the choice of investment manager.

These consultants and third parties tend to exert a significant degree of influence over their clients’ choices, and they may favor one of our competitors as better meeting their particular clients’ needs.

These consultants and third parties tend to exert a significant degree of influence over their clients’

choices, and they may favor one of our competitors as better meeting their particular clients’

There is no assurance that the Hennessy Funds will be among their recommended choices in the future.

Additionally, particularly in the United States, certain third-party financial intermediaries have substantially reduced the number of investment funds they make available to their clients.

If a material portion of the financial intermediaries with whom we do business were to substantially narrow their product offerings, it could have a significant adverse effect on our assets under management, revenues, and net income.

More broadly, in both retail and institutional channels, financial intermediaries (distribution firms and consultants) are seeking to reduce the number of investment management firms with which they do business.

This poses risks of additional lost business if a particular financial intermediary chooses to stop or significantly reduce its business relationship with us.

Any failure to maintain strong business relationships with these financial intermediaries and the consultant community due to any of the above-described factors would impair our ability to distribute the Hennessy Funds, which in turn would have a negative effect on our assets under management, revenues, and net income.

Management contracts purchased by us are currently classified as an indefinite-life asset subject to impairment analysis.

Additionally, particularly in the United States, certain financial institutions have substantially reduced the number of investment funds they make available to their clients.

If a material portion of the financial institutions with whom we do business were to substantially narrow their product offerings, it could have a significant adverse effect on our assets under management, revenues, and net income.

More broadly, in both retail and institutional channels, financial institutions (distribution firms and consultants) are seeking to reduce the number of investment management firms with which they do business.

This poses risks of additional lost business if a particular financial institution chooses to stop or significantly reduce its business relationship with us.

Any failure to maintain strong business relationships with these financial institutions and the consultant community due to any of the above-described factors would impair our ability to distribute the Hennessy Funds, which in turn would have a negative effect on our assets under management, revenues, and net income.

Management contracts purchased by us are currently classified as an indefinite ‑

life asset subject to impairment analysis.

The impairment analysis is based on subjective criteria, and an impairment loss could be recorded.

The management contracts we have purchased, an $80.9 million asset on the balance sheet as of the end of fiscal year 2022, are considered an intangible asset with an indefinite useful life.

Management reviews the indefinite life classification of our management contracts asset each reporting period.

If the management contracts asset is ever reclassified as an asset with a definite life, we would begin amortizing the management contracts over their remaining useful life.

If the management contracts asset continues to be classified as an indefinite-life asset, we will continue to periodically review the carrying value to determine if any impairment has occurred.

The management contracts we have purchased, an $81.3 million asset on the balance sheet as of the end of fiscal year 2023, are considered an intangible asset with an indefinite useful life.

Management reviews the indefinite life classification of our management contract asset each reporting period.

If the management contract asset is ever reclassified as an asset with a definite life, we would begin amortizing the management contracts over their remaining useful life.

If the management contract asset continues to be classified as an indefinite‑life asset, we will continue to periodically review the carrying value to determine if any impairment has occurred.

The impairment analysis is based on anticipated future cash flows, which are calculated based on assets under management.

Although the management contracts asset is not currently impaired, there is always a possibility of impairment in the future, which could require us to write off all or a portion of the asset.

Although the management contract asset is not currently impaired, there is always a possibility of impairment in the future, which could require us to write off all or a portion of the asset.

A write-off, depending on the amount, could have operational risks and could have a significant impact on the value of our equity and our earnings per share.

We may be required to forego all or a portion of our fees under our investment advisory agreements with the Hennessy Funds.

On an annual basis, the Funds’ Board of Trustees must assess the reasonableness of our investment advisory fees.

While the Funds’ Board of Trustees has found our investment advisory fees to be reasonable in the past, we cannot guarantee that it will continue to do so.

On an annual basis, the Funds’

Board of Trustees must assess the reasonableness of our investment advisory fees.

While the Funds’

Board of Trustees has found our investment advisory fees to be reasonable in the past, we cannot guarantee that it will continue to do so.

Additionally, we regularly analyze the expense ratios of the Hennessy Funds and have the right to waive fees to compete with other funds with lower expense ratios (although in the past we have only waived fees based on contractual obligations).

Any waiver of or reduction in fees would cause our revenues to decline and could adversely affect our business, results of operations, and financial condition.

Any fee waiver would apply only on a going-forward basis.

Any fee waiver would apply only on a going‑forward basis.

The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund invest in the Japanese stock market in yen, which involves foreign exchange and economic uncertainties.

The Hennessy Japan Fund and the Hennessy Japan Small Cap Fund are invested in securities listed on the Japanese stock market, which exposes these funds to risks that are not typically associated with an investment in a U.S.

The values of these funds fluctuate with changes in the value of the Japanese yen versus the U.S.

Investments in Japanese securities also expose these funds to the economic uncertainties affecting Japan, which may

differ from those affecting the United States.

For example, the adverse effects of a pandemic may disproportionately impact Japan.

The values of these funds fluctuate with changes in the value of the Japanese yen versus the U.S. dollar.

Investments in Japanese securities also expose these funds to the economic uncertainties affecting Japan, which may differ from those affecting the United States.

Further, Japanese financial accounting standards and practices may differ, and there may be less information on Japanese companies available publicly.

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We utilize quantitative investment strategies for some of the Hennessy Funds that require us to invest in specific portfolios of securities and hold these positions for a specified period of time regardless of performance.

Our formula-driven funds adhere to quantitative investment strategies, and the portfolios of stocks held by such funds are rescreened and rebalanced at designated times in accordance with such investment strategies.

Adhering to our investment strategies regardless of any adverse developments that may arise could result in substantial losses to the formula-driven Hennessy Funds if, for example, the stocks selected for a fund are experiencing financial difficulty or are out of favor with investors in a given period This could, in theory, result in relatively low performance of the formula-driven Hennessy Funds and adversely affect the net assets of such Hennessy Funds.

Our formula‑driven funds adhere to quantitative investment strategies, and the portfolios of stocks held by such funds are rescreened and rebalanced at designated times in accordance with such investment strategies.

Adhering to our investment strategies regardless of any adverse developments that may arise could result in substantial losses to the formula‑driven Hennessy Funds if, for example, the stocks selected for a fund are experiencing financial difficulty or are out of favor with investors in a given period.

This could, in theory, result in relatively low performance of the formula‑driven Hennessy Funds and adversely affect the net assets of such Hennessy Funds.

A decrease in the net assets of the Hennessy Funds would adversely affect our revenues.

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our inability to value potential asset purchases accurately and negotiate acceptable purchase terms;

our inability to obtain quorum and secure enough affirmative votes to gain approval of the proposed fund reorganization from the target fund’s investors;

the loss of fund assets paid for in an asset purchase through redemptions by investors of the funds involved in the asset purchase;

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increasing our leverage;

the potential diversion of our management’s time and attention;

dilution to our shareholders if we fund an asset purchase in whole or in part with our common stock;

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While we seek to mitigate these risks through, among other things, due diligence and indemnification provisions, these or other risk-mitigating measures that we put in place may not be sufficient to address these risks.

If one or more of these risks occur, we may be unable to successfully complete a purchase of management-related assets (thereby requiring us to write off any related expenses), we may experience an impairment of our management contracts asset, we may receive negative publicity or suffer other negative impacts on our reputation, and we may not achieve the expected return on investment.

If one or more of these risks occur, we may be unable to successfully complete a purchase of management‑related assets (thereby requiring us to write off any related expenses), we may experience an impairment of our management contract asset, we may receive negative publicity or suffer other negative impacts on our reputation, and we may not achieve the expected return on investment.

Any of these results could have an adverse effect on our business, results of operations, and financial condition.

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We generate all of our operating revenues from the investment advisory and shareholder servicing agreements with the Hennessy Funds.

These agreements may be terminated without penalty on 60 days’ notice and may not be assigned without the consent of investors in the Hennessy Funds.

In addition, they each must be renewed annually by the Funds’ Board of Trustees (or, in the case of our investment advisory agreements, by the vote of a majority of the outstanding shares of the applicable Hennessy Fund), including a majority of the disinterested trustees.

These agreements may be terminated without penalty on 60 days’

notice and may not be assigned without the consent of investors in the Hennessy Funds.

In addition, they each must be renewed annually by the Funds’

Board of Trustees (or, in the case of our investment advisory agreements, by the vote of a majority of the outstanding shares of the applicable Hennessy Fund), including a majority of the disinterested trustees.

The termination or non-renewal of these agreements, or the renegotiation of the terms of these agreements in a manner detrimental to us, could result in a substantial reduction in revenues, which could have a material adverse effect on our business, results of operations, and financial condition.

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Investor behavior may be based on many factors, including short-term investment performance.

Poor short-term performance of the Hennessy Funds, irrespective of longer—term success, could potentially lead to a decrease in purchases of shares of the Hennessy Funds and an increase in redemptions, thereby reducing our assets under management and adversely affecting our revenues.

Assets invested through third-party financial intermediaries can be quickly redeemed, which could reduce our revenues.

Third-party financial intermediaries are attractive to investors because of the ease of accessibility to a variety of funds, but this may cause the investments to be more sensitive to fluctuations in performance, especially in the short term.

If we were unable to retain the assets of the Hennessy Funds held through financial intermediaries, our assets under management would be reduced.

Poor short‑term performance of the Hennessy Funds, irrespective of longer‑term success, could potentially lead to a decrease in purchases of shares of the Hennessy Funds and an increase in redemptions, thereby reducing our assets under management and adversely affecting our revenues.

Assets invested through financial institutions can be quickly redeemed, which could reduce our revenues.

Financial institutions are attractive to investors because of the ease of accessibility to a variety of funds, but this may cause the investments to be more sensitive to fluctuations in performance, especially in the short term.

If we were unable to retain the assets of the Hennessy Funds held through financial institutions, our assets under management would be reduced.

As a result, our revenues could decline and our business, results of operations, and financial condition could be materially adversely affected.

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If we are unable to attract investors and retain net assets in the Hennessy Funds due to increased competition, our revenues could decline and we could experience a material adverse effect on our business, results of operations, and financial condition.

For more information regarding competitive factors, see the “Competition” subheading in Item 1, “Business.”

For more information regarding competitive factors, see the “Competition”

subheading in Item 1, “Business.”

We may be unable to develop or acquire new products and the development of new products may expose us to reputational harm, additional costs, or operational risk.

Our continued financial performance may depend on our ability to react to changes in the asset management industry, respond to evolving investor demands and develop, market, and manage new investment products.

Conversely, the development and introduction of new products, including the creation or acquisition of products with a focus on ESG (environmental, social, and governance) matters, requires continued innovative effort on our part and may require significant time and resources, as well as ongoing support and investment.

risks and uncertainties are associated with the introduction of new products, including the implementation of new and appropriate operational controls and procedures, shifting investor and market preferences, the introduction of competing products, constraints on our ability to manage growth, and compliance with regulatory and disclosure requirements.

Conversely, the development and introduction of new products, including the creation or acquisition of products with a focus on ESG matters, requires continued innovative effort on our part and may require significant time and resources, as well as ongoing support and investment.

Substantial risks and uncertainties are associated with the introduction of new products, including the implementation of new and appropriate operational controls and procedures, shifting investor and market preferences, the introduction of competing products, constraints on our ability to manage growth, and compliance with regulatory and disclosure requirements.

A growing number of new products also depend on data provided by third parties as analytical inputs and are subject to additional risks, including with respect to data quality, cost, availability, and provider relationships.

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The increasing size and market influence of certain distributors of our products and of certain direct competitors may have a negative impact on our ability to compete at the same levels of profitability in the future.

Additionally, the market environment has increasingly led some investors to favor lower–fee, passive products.

As a result, investment advisors that emphasize passive products have gained, and may continue to gain, market share from active managers like us.

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We carry insurance in amounts and under terms that we believe are appropriate, but we cannot guarantee that our insurance policies will cover all liabilities and losses to which we may be exposed or, if covered, that such liabilities and losses will not exceed insurance coverage limits or that our insurers will remain solvent and meet their obligations.

In addition, insurance premiums and required retentions have increased in recent years and may continue to do so.

In addition, insurance premiums and required retentions have increased in the past and may do so again in the future.

We are subject to regulatory and governmental inquiries and civil litigation.

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As our insurance policies come up for renewal, we may need to assume higher deductibles or co-insurance liabilities, or pay higher premiums, which would increase our expenses and have a material adverse effect on our results of operations.

We depend on information technology, and any failures of or damage to, attack on or unauthorized access to our information technology systems or facilities, or those of third parties with which we do business, including as a result of cyber-attacks, could result in significant limits on our ability to conduct our operations and activities, costs, and reputational damage.

attacks, could result in significant limits on our ability to conduct our operations and activities, costs, and reputational damage.

We use software and related technologies throughout our business and also utilize third-party vendors who use software and related technologies to provide services to us and the Hennessy Funds.

We are dependent on the effectiveness of our information and cybersecurity policies, procedures, and capabilities we maintain to protect our computer and telecommunications systems and the data that resides on or is transmitted through them, including

data provided by third parties that is significant to our business.

An information security incident, such as a cyber-attack involving a phishing scam, business email compromise, malware, or ransomware attack, or an internally caused incident or disruption, such as misuse or a failure to control access to sensitive systems, could materially interrupt our business operations or cause disclosure or modification of sensitive or confidential investor or competitive information.

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Furthermore, there is a risk that encryption and other protective measures may be circumvented, particularly to the extent that new computing technologies increase the speed and computing power available.

The financial services industry has been the subject of cyber-attacks involving the dissemination, theft, and destruction of corporate information or other assets as a result of failure to follow procedures by employees or as a result of actions by third parties, including actions by terrorist organizations and nation-state actors.

Although we have implemented policies and controls to prevent and address potential data breaches, inadvertent disclosures, increasingly sophisticated cyber-attacks, and cyber-related fraud, there can be no assurance that any of these measures will prove effective.

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In addition, our cybersecurity insurance may not cover all losses and damages from such events and our ability to maintain or obtain sufficient insurance coverage in the future may be limited.

Finally, cybersecurity and data privacy have become high priorities for regulators, and many jurisdictions are enacting laws and regulations in these areas.

Two such laws are the California Consumer Privacy Act of 2018, which took effect in 2020, and the California Privacy Rights Act of 2020, which will take effect in 2023.

Enactment of new privacy laws or regulations could, among other things, result in additional costs of compliance or litigation.

Finally, cybersecurity and data privacy have become high priorities for regulators, and many jurisdictions are enacting laws and regulations in these areas. Enactment of privacy laws or regulations could, among other things, result in additional costs of compliance or litigation.

In addition, while we strive to comply with the relevant laws and regulations, any failure to comply could result in regulatory investigations and penalties as well as negative publicity, which could materially adversely affect our business, results of operations, and financial condition.

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Our business is subject to extensive regulation in the United States, particularly by the SEC.

We are subject to regulation under the Securities Act of 1933, as amended, the Exchange Act, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and various other statutes.

We are subject to regulation under the Securities Act of 1933, as amended, the Exchange Act, the 1940 Act, the Advisers Act, and various other statutes.

The laws to which we are subject are designed primarily to protect investors in the Hennessy Funds as opposed to our shareholders.

In addition to an

increased number of applicable laws, the investment fund industry has undergone increased scrutiny by the SEC and state regulators in recent years, resulting in numerous enforcement actions and sweep examinations.

In addition to an increased number of applicable laws, the investment fund industry has undergone increased scrutiny by the SEC and state regulators in recent years, resulting in numerous enforcement actions and sweep examinations.

Increased regulation has increased our costs in managing the Hennessy Funds, and we could continue to experience higher costs if new laws require us to spend more time, hire additional personnel, or buy new technology to comply effectively.

20 unchanged sentences

Although we have been successful in generating sufficient cash in the past, we may not be successful in the future.

We may need to raise additional capital to fund new business initiatives or repay the 2026 Notes, and financing may not be available to us in sufficient amounts, on acceptable terms, or at all.

We may need to raise additional capital to fund new business initiatives or repay the 2026 Notes, and financing may not be available to us in sufficient amounts, on acceptable terms, or at all.

Our ability to access bank financing or capital markets efficiently depends on a number of factors, including the state of credit and equity markets, interest rates, and credit spreads.

20 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors