California
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001-36423
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68-0176227
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(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
7250 Redwood Blvd., Suite 200
Novato, California
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94945
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(Address of principal executive offices)
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(Zip code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a‑12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, no par value
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HNNA
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The Nasdaq Stock Market LLC
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4.875% Notes due 2026
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HNNAZ
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The Nasdaq Stock Market LLC
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Exhibit
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Description
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99.1
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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HENNESSY ADVISORS, INC.
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September 20, 2024
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By:
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/s/ Teresa M. Nilsen
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Teresa M. Nilsen
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President
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Exhibit 99.1
SECOND AMENDMENT
TO
FOURTH AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 20, 2024, is made by and between Hennessy Advisors, Inc. (the “Company”) and Neil J. Hennessy (the “Employee”).
RECITALS
WHEREAS, the Company and the Employee previously entered into a Fourth Amended and Restated Employment Agreement, dated as of February 22, 2019, as amended on February 8, 2024 (the “Agreement”); and
WHEREAS, the parties now desire to amend the Agreement as provided for herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Effective as of October 1, 2024, the first sentence of Section 3(b)(i) and the second sentence of Section 3(b)(ii) of the Agreement are each hereby amended by replacing “six and one-half percent” with “five percent.”
2. Except as herein modified or amended, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
3. This Amendment may be executed by facsimile or electronic signature, and a facsimile or electronic signature shall constitute an original for all purposes.
* * * * *
IN WITNESS WHEREOF, each party has caused this Amendment to be duly executed as of the date first written above.
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COMPANY:
HENNESSY ADVISORS, INC. |
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By: |
/s/ Daniel B. Steadman |
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Daniel B. Steadman |
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Executive Vice President |
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EMPLOYEE: |
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By: |
/s/ Neil J. Hennessy |
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Neil J. Hennessy |
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Signature Page to Second Amendment to Fourth Amended and Restated Employment Agreement
Exhibit 99.2
SECOND AMENDMENT
TO
EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), effective as of September 20, 2024, is made by and between Hennessy Advisors, Inc. (the “Company”) and Teresa M. Nilsen (the “Employee”).
RECITALS
WHEREAS, the Company and the Employee previously entered into an Employment Agreement, dated as of January 26, 2018, as amended on February 8, 2024 (the “Agreement”); and
WHEREAS, the parties now desire to amend the Agreement as provided for herein.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Effective as of October 1, 2024, the first sentence of Section 3(a) of the Agreement is hereby replaced in its entirety with the following: “The Company shall pay the Employee an annual base salary which, as of October 1, 2024, is in the amount of $375,000 per year.”
2. Effective as of October 1, 2024, the first sentence of Section 3(b)(i) and the second sentence of Section 3(b)(ii) of the Agreement are each hereby amended by replacing “three and one-half percent” with “five percent.”
3. Except as herein modified or amended, the terms and conditions of the Agreement shall remain unchanged and in full force and effect.
4. This Amendment may be executed by facsimile or electronic signature, and a facsimile or electronic signature shall constitute an original for all purposes.
* * * * *
IN WITNESS WHEREOF, each party has caused this Amendment to be duly executed as of the date first written above.
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COMPANY:
HENNESSY ADVISORS, INC. |
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By: |
/s/ Daniel B. Steadman |
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Daniel B. Steadman |
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Executive Vice President |
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EMPLOYEE: |
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By: |
/s/ Teresa M. Nilsen |
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Teresa M. Nilsen |
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Signature Page to Second Amendment to Employment Agreement