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Item 9A. Controls and Procedures

2024-12-11 compared with 2023-12-07 · 111 added, 91 removed, 74 unchanged (73% of the section changed)

CONTROLS AND PROCEDURES

MANAGEMENT ’

S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) of the Exchange Act.

MANAGEMENT ’ S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a‑15(f) of the Exchange Act.

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States.

1 unchanged sentence

Also, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2023, using the criteria set forth in 2013 Internal Control —

Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of September 30, 2023, the Company’s internal control over financial reporting was effective based on those criteria.

Our management assessed the effectiveness of our internal control over financial reporting as of September 30, 2024, using the criteria set forth in 2013 Internal Control — Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this assessment, our management concluded that, as of September 30, 2024, the Company’s internal control over financial reporting was effective based on those criteria.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this report.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2023, were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on such evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures as of September 30, 2024, were effective to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and (ii) accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

CHANGES IN INTERNAL CONTROLS

There have been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2023, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in internal control over financial reporting as defined in Rules 13a-15(f) of the Exchange Act that occurred during the fiscal quarter ended September 30, 2024, and that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement,” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 (a) of Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item can be found in our Proxy Statement for our 2024 Annual Meeting (“Proxy Statement”) under the captions “Election of Directors,”

“Corporate Governance,”

and “Executive Officers.”

Such information is incorporated by reference as if fully set forth in this report.

The information required by this item can be found in our Proxy Statement for our 2025 Annual Meeting (“Proxy Statement”) under the captions “Election of Directors,” “Corporate Governance,” "Section 16(A) Beneficial Ownership Reporting Compliance," and “Executive Officers.” Such information is incorporated by reference as if fully set forth in this report.

CODE OF ETHICS

11 unchanged sentences

EXECUTIVE COMPENSATION

The information required by this item can be found in the Proxy Statement under the captions “Director Compensation,”

“Compensation Discussion and Analysis,”

and “Executive Compensation.”

Such information is incorporated by reference as if fully set forth in this report.

The information required by this item can be found in the Proxy Statement under the captions “Director Compensation,” “Compensation Discussion and Analysis,” and “Executive Compensation.” Such information is incorporated by reference as if fully set forth in this report.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information required by this item can be found in the Proxy Statement under the caption “Voting Information.”

Such information is incorporated by reference as if fully set forth in this report.

The information required by this item can be found in the Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management.” Such information is incorporated by reference as if fully set forth in this report.

EQUITY COMPENSATION PLAN INFORMATION

4 unchanged sentences

Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights

Number of Securities Remaining for Issuance Under Compensation Plans (2)

Number of Securities Available for Future Issuance Under Equity Compensation Plans (2)

Equity compensation plans approved by security holders (1)

2 unchanged sentences

Excludes securities to be issued upon the vesting of outstanding RSUs.

The maximum number of shares of common stock that may be issued under the Omnibus Plan is 50% of our outstanding common stock, or 3,835,550 shares, as of the end of fiscal year 2023.

The maximum number of shares of common stock that may be issued under the Omnibus Plan is 3,835,000 shares.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item can be found in the Proxy Statement under the caption “Corporate Governance.”

Such information is incorporated by reference as if fully set forth in this report.

The information required by this item can be found in the Proxy Statement under the caption “Corporate Governance.” Such information is incorporated by reference as if fully set forth in this report.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item can be found in the Proxy Statement under the caption “Independent Registered Public Accounting Firm.”

Such information is incorporated by reference as if fully set forth in this report.

EXHIBIT AND FINANCIAL STATEMENT SCHEDULES

The information required by this item can be found in the Proxy Statement under the caption “Ratification of Selection of Independent Registered Public Accounting Firm.” Such information is incorporated by reference as if fully set forth in this report.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

The financial statements and financial statement schedules for Hennessy Advisors, Inc.

are included in Item 8, “Financial Statements and Supplementary Data.”

are included in Item 8, “Financial Statements and Supplementary Data.”

Exhibit Index

Set forth below is a list of all exhibits to this Annual Report on Form 10‑K, including those incorporated by reference.

Set forth below is a list of all exhibits to this Annual Report on Form 10‑K, including those incorporated by reference.

Amended and Restated Articles of Incorporation (9)

Fifth Amended and Restated Bylaws (12)

Sixth Amended and Restated Bylaws (19)

Description of Securities (15)

Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee (14)

First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

First Supplemental Indenture, dated as of October 20, 2021, by and between the Registrant and U.S.

Bank National Association, as trustee (14)

1 unchanged sentence

Investment Advisory Agreement, dated as of March 23, 2009, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Large Growth Fund) (3)

Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (4)

Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (7)

First Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (9)

Investment Advisory Agreement, dated as of October 25, 2012, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (4)

Investment Advisory Agreement, dated as of February 28, 2014, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (6)

First Amendment to Investment Advisory Agreement, dated as of March 1, 2016, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Cornerstone Growth Fund, the Hennessy Cornerstone Mid Cap 30 Fund, the Hennessy Cornerstone Value Fund, the Hennessy Total Return Fund, the Hennessy Balanced Fund, the Hennessy Japan Fund, and the Hennessy Japan Small Cap Fund) (8)

First Amendment to Investment Advisory Agreement, dated as of February 28, 2017, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Focus Fund, the Hennessy Equity and Income Fund, the Hennessy Gas Utility Fund, the Hennessy Large Cap Financial Fund, the Hennessy Small Cap Financial Fund, and the Hennessy Technology Fund) (16)

Amended and Restated Investment Advisory Agreement, dated as of February 28, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Energy Transition Fund and the Hennessy Midstream Fund) (16)

Investment Advisory Agreement, dated as of December 22, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Stance ESG ETF)

Investment Advisory Agreement, dated as of December 22, 2022, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Stance ESG ETF) (16)

First Amendment to Investment Advisory Agreement, dated as of April 28, 2023, between the registrant and Hennessy Funds Trust (on behalf of the Hennessy Stance ESG ETF) (16)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd.

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and Broad Run Investment Management, LLC (for the Hennessy Focus Fund) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and The London Company of Virginia, LLC (for the Hennessy Equity and Income Fund (equity allocation)) (4)

Sub-Advisory Agreement, dated as of October 25, 2012, between the registrant and FCI Advisors (for the Hennessy Equity and Income Fund (fixed income allocation)) (4)

Sub-Advisory Agreement, dated as of February 28, 2014, between the registrant and SPARX Asset Management Co., Ltd.

(for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (6)

1 unchanged sentence

(for the Hennessy Japan Fund and the Hennessy Japan Small Cap Fund) (12)

Sub‑Advisory Agreement, dated as of December 22, 2022, between the registrant and Stance Capital, LLC (for the Hennessy Stance ESG ETF (portfolio composition sub‑advisor))

First Amendment to Sub‑Advisory Agreement, dated as of April 28, 2023, between the registrant and Stance Capital, LLC (for the Hennessy Stance ESG ETF (portfolio composition sub‑advisor))

Sub‑Advisory Agreement, dated as of July 14, 2023, between the registrant and Vident Advisory, LLC (for the Hennessy Stance ESG ETF (trading sub‑advisor))

Second Amended and Restated Servicing Agreement, dated as of February 28, 2022, between the registrant and Hennessy Funds Trust (on behalf of all Hennessy Mutual Funds)

Sub-Advisory Agreement, dated as of December 22, 2022, between the registrant and Stance Capital, LLC (for the Hennessy Stance ESG ETF (portfolio composition sub-advisor)) (16)

First Amendment to Sub-Advisory Agreement, dated as of April 28, 2023, between the registrant and Stance Capital, LLC (for the Hennessy Stance ESG ETF (portfolio composition sub-advisor)) (16)

Sub-Advisory Agreement, dated as of July 14, 2023, between the registrant and Vident Advisory, LLC (for the Hennessy Stance ESG ETF (trading sub-advisor)) (16)

Second Amended and Restated Servicing Agreement, dated as of February 28, 2022, between the registrant and Hennessy Funds Trust (on behalf of all Hennessy Mutual Funds) (16)

Hennessy Advisors, Inc.

Amended and Restated 2013 Omnibus Incentive Plan (6)

2024 Omnibus Incentive Plan (1)(17)

Form of Restricted Stock Unit Award Agreement for Employees (1)(17)

Form of Restricted Stock Unit Award Agreement for Directors (1)(5)

Form of Stock Option Award Agreement for Employees (1)(5)

Form of Stock Option Award Agreement for Directors (1)(5)

Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Form of Restricted Stock Unit Award Agreement for Directors and Advisory Committee Members (1)(17)

Second Amended and Restated Bonus Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(11)

Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B.

Amended and Restated Bonus Agreement, dated as of October 10, 2016, between the registrant and Daniel B.

Steadman (1)(8)

Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M. Nilsen (1)(12)

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J. Hennessy (1)(14)

Employment Agreement, dated as of January 26, 2018, between the registrant and Teresa M.

Nilsen (1)(11)

Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, between the registrant and Neil J.

Hennessy (1)(13)

First Amendment to the Fourth Amended and Restated Employment Agreement, dated as of February 8, 2024, between the registrant and Neil J.

Hennessy (1)(17)

First Amendment to Employment Agreement, dated as of February 8, 2024, between the registrant and Teresa M.

Nilsen (1)(17)

Second Amendment to the Fourth Amended and Restated Employment Agreement, dated as of September 20, 2024, between the registrant and Neil J.

Hennessy (1)(20)

Second Amendment to Employment Agreement, dated as of September 20, 2024, between the registrant and Teresa M.

Nilsen (1)(20)

Code of Ethics (which includes the Company’s Insider Trading Policy)

Consent of Marcum LLP, Independent Registered Public Accounting Firm

Rule 13a‑14a Certification of the Principal Executive Officer

Rule 13a‑14a Certification of the Principal Financial Officer

Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C.

§ 1350

Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C.

§ 1350

Hennessy Advisors, Inc. Compensation Recovery Policy

Financial statements from the Annual Report on Form 10-K of the registrant for the year ended September 30, 2023, filed on December 6, 2023, formatted in XBRL:

(i) the Balance Sheets;

(ii) the Statements of Income and Comprehensive Income;

(iii) the Statements of Changes in Stockholders’ Equity;

(iv) the Statements of Cash Flows;

and (v) the Notes to Financial Statements.

Rule 13a‑14a Certification of the Principal Executive Officer

Rule 13a‑14a Certification of the Principal Financial Officer

Written Statement of the Principal Executive Officer, Pursuant to 18 U.S.C.

Written Statement of the Principal Financial Officer, Pursuant to 18 U.S.C.

Hennessy Advisors, Inc.

Compensation Recovery Policy (1)(16)

The following materials from the Annual Report on Form 10-K of the registrant for the year ended September 30, 2024, filed on December 11, 2024, formatted in Inline XBRL:

(i) the Balance Sheets;

(ii) the Statements of Income and Comprehensive Income;

(iii) the Statements of Changes in Stockholders’ Equity;

(iv) the Statements of Cash Flows;

(v) the Notes to Financial Statements;

(vi) the information in Part I, Item 1C Cybersecurity;

and (vii) the information in Part II, Item 9B Other Information.

The Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

Management contract or compensatory plan or arrangement.

Incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No. 333‑66970) filed August 6, 2001.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No. 000-49872), filed December 4, 2009.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No. 000-49872), filed January 17, 2013.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 000-49872) filed September 18, 2013.

Incorporated by reference to Annex A of the Company’s definitive proxy statement on Schedule 14A for the Company’s Special Meeting of Shareholders held on March 26, 2015 (SEC File No. 000-49872), filed February 21, 2014.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No. 001-36423), filed August 6, 2014.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed October 13, 2016.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No.

001-36423), filed December 1, 2016.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed March 7, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed May 11, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No. 001-36423) filed January 25, 2018.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2018 (SEC File No. 001-36423), filed May 2, 2018.

Incorporated by reference from the Company’s Current Report on Form 8‑K (SEC File No. 001-36423) filed February 25, 2019.

Incorporated by reference from the Company’s Current Report on Form 8‑K (SEC File No. 001-36423), filed October 20, 2021.

Incorporated by reference from the Company’s Form 10‑K for the fiscal year ended September 30, 2021 (SEC File No.

001-36423), filed November 24, 2021.

Incorporated by reference from the Company’s Form SB-2 registration statement (SEC File No.

333‑66970) filed August 6, 2001.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2009 (SEC File No.

000-49872), filed December 4, 2009.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2012 (SEC File No.

000-49872), filed January 17, 2013.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

000-49872) filed September 18, 2013.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended June 30, 2014 (SEC File No.

001-36423), filed August 6, 2014.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed October 13, 2016.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2016 (SEC File No.

001-36423), filed December 1, 2016.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed March 7, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed May 11, 2017.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed January 25, 2018.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2018 (SEC File No.

001-36423), filed May 2, 2018.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed February 25, 2019.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423), filed October 20, 2021.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2021 (SEC File No.

001-36423), filed November 24, 2021.

Incorporated by reference from the Company’s Form 10-K for the fiscal year ended September 30, 2023 (SEC File No.

001-36423), filed December 7, 2023.

Incorporated by reference from the Company’s Form 10-Q for the quarter ended December 31, 2023 (SEC File No.

001-36423), filed February 8, 2024.

Incorporated by reference to Annex A to the Company’s definitive proxy statement on Schedule 14A for the Company’s Annual Meeting of Shareholders held on February 8, 2024.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed May 8, 2024.

Incorporated by reference from the Company’s Current Report on Form 8-K (SEC File No.

001-36423) filed September 20, 2024.

FORM 10-K SUMMARY

1 unchanged sentence

Hennessy Advisors, Inc.

Date:        

December 11, 2024

4 unchanged sentences

/s/ Kathryn R.

Date:         December 6, 2023

December 11, 2024

Chief Financial Officer and Senior Vice President

(Principal Financial and Accounting Officer)

Date:         December 6, 2023

December 11, 2024

Chief Executive Officer and Chairman of the Board of Directors

/s/ Henry Hansel

Date:         December 6, 2023

/s/ Lydia Knight-O’Riordan

Date:         December 6, 2023

Lydia Knight-O’Riordan

December 11, 2024

/s/ Lydia Knight-O’Riordan

December 11, 2024

Lydia Knight-O’Riordan

/s/ Kiera Newton

Date:         December 6, 2023

December 11, 2024

/s/ Thomas L.

Date:         December 6, 2023

December 11, 2024

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 9A. Controls and Procedures