Hennessy Advisors Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits

false 0001145255 0001145255 2024-05-08 2024-05-08 0001145255 hnna:CommonStockNoParValueCustomMember 2024-05-08 2024-05-08 0001145255 hnna:NotesDue20264875CustomMember 2024-05-08 2024-05-08

 

 

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported):          May 8, 2024

 

 

(Exact name of registrant as specified in its charter)

 

 

 

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

 

(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:

 

 

 

 

 

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 May 8, 2024, Hennessy Advisors, Inc. (the “Company”) issued a press release announcing its financial results for the fiscal quarter ended March 31, 2024. 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 5.03.         Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Effective as of May 8, 2024, the Board of Directors adopted the Sixth Amended and Restated Bylaws of the Company (the “Bylaws”). The amendments were made to (1) update and expand the procedural and informational requirements for director nominations and other proposals submitted by shareholders under the Company’s “advance notice” provisions, including updates to reflect the adoption of “universal proxy” rules by the Securities and Exchange Commission as set forth in Rule 14a‑19 under the Securities Exchange Act of 1934, as amended, (2) conform to recent revisions to the California Corporations Code with respect to participating in a Board meeting through electronic communication methods, and (3) make other minor clerical edits.

 

The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

 

Item 7.01.         Regulation FD Disclosure

 

On May 8, 2024, 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 June 5, 2024, to shareholders of record at the close of business on May 22, 2024. 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

 

 

 

 

 

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.