Offer to Purchase for Cash
Of Up to $25.0 million in Aggregate Value of its Common Stock
At a Purchase Price of $25.00 per Share

Hennessy Advisors, Inc., a California corporation (the “Company”), invites its shareholders to tender up to $25.0 million in aggregate value of its Common Stock, no par value per share (the “Shares”), for purchase by Hennessy Advisors, Inc., at a price of $25.00 (the “Purchase Price”) per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

The Offer has been approved by the Board of Directors of the Company. The Company will purchase the Shares accepted for payment using its own funds and funds available under its credit facility.

Upon the terms and subject to the conditions of this Offer, if $25.0 million in aggregate value of our Common Stock or less is properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. However, because of the “odd lot” priority, proration and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered if, based on the Purchase Price, Shares having an aggregate value in excess of $25.0 million are properly tendered and not properly withdrawn. Shares not purchased in the Offer will be returned to the tendering shareholders at our expense promptly after the Expiration Date.

We reserve the right, in our sole discretion, to change the Purchase Price and to increase or decrease the aggregate value of Shares sought in the Offer, in each case subject to applicable law. In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we may increase the aggregate value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer. See Sections 1, 3 and 4.

As of August 19, 2015, the Company had 6,025,381 Shares outstanding. At the Purchase Price of $25.00 per Share, we could purchase 1,000,000 Shares if the Offer is fully subscribed, which would represent approximately 17% of the Company’s outstanding Shares as of August 19, 2015.

THE OFFER IS CONDITIONED ON A MINIMUM AGGREGATE VALUE OF $1.0 MILLION IN SHARES BEING TENDERED. THE OFFER IS ALSO SUBJECT TO CERTAIN OTHER CONDITIONS. SEE SECTION 7.

The Shares are listed and traded on the NASDAQ Capital Market under the symbol “HNNA.” On August 19, 2015, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $23.25 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares. See Section 8.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, GEORGESON INC., THE INFORMATION AGENT FOR THE OFFER (THE “INFORMATION AGENT”), OR COMPUTERSHARE INC. AND ITS WHOLLY OWNED SUBSIDIARY, COMPUTERSHARE TRUST COMPANY, N.A., THE DEPOSITARY FOR THE OFFER (THE “DEPOSITARY”), MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. YOU SHOULD CONSULT YOUR OWN FINANCIAL, LEGAL AND TAX ADVISORS AND BROKERS AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER. SEE SECTION 2.

Neil J. Hennessy, our Chairman of the Board, President and Chief Executive Officer, has advised us that he intends to tender 25% of the Shares that he beneficially owns, which is 471,630 Shares, in the Offer. Mr. Hennessy will not tender an amount of Shares beneficially owned by him that the Company’s outside legal counsel advises would be reasonably likely to result in a deemed change of control of the Company under the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. Our remaining directors and executive officers have advised us that they intend to tender up to 25% of the Shares that they each beneficially own in the Offer. See Section 11.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THIS TRANSACTION OR PASSED UPON THE MERITS OR FAIRNESS OF SUCH TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Questions and requests for assistance may be directed to the Information Agent toll free at 1-800-932-9864 or at its address set forth on the back cover page of this Offer to Purchase. If you require additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery described in Section 3 or other Offer documents described herein, you should contact the Information Agent, who will promptly furnish to shareholders additional copies of these materials at our expense. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

If you want to tender all or any portion of your Shares, you must do one of the following prior to 5:00 p.m., New York City time, on September 18, 2015 (unless the Offer is extended):

If you want to tender your Shares but (a) your certificates for the Shares are not immediately available, or cannot be delivered to the Depositary by the Expiration Date, (b) you cannot comply with the procedure for book-entry transfer by the Expiration Date, or (c) your other required documents cannot be delivered to the Depositary by the Expiration Date, you may still tender your Shares if you comply with the guaranteed delivery procedure described in Section 3.

We are not making the Offer to, and will not accept any tendered Shares from, shareholders in any state or other jurisdiction where it would be illegal to do so. However, we may, at our discretion, take any actions necessary for us to make the Offer to shareholders in any such state or other jurisdiction.

If you have any questions regarding the Offer, please contact Georgeson Inc., the Information Agent for the Offer, toll-free at 1-800-932-9864, or at its address set forth on the back cover page of this Offer to Purchase. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THE INFORMATION AND REPRESENTATIONS CONTAINED IN THIS OFFER TO PURCHASE OR IN THE RELATED LETTER OF TRANSMITTAL. YOU SHOULD NOT RELY ON ANY RECOMMENDATION, OR ANY SUCH INFORMATION OR REPRESENTATION, AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY.

SUMMARY TERM SHEET

We are providing this summary term sheet for your convenience. It highlights certain material information in this Offer to Purchase, but it does not describe all of the details of the Offer to the same extent described in this Offer to Purchase. We urge you to read carefully this entire Offer to Purchase and the related Letter of Transmittal because they contain the full details of the Offer. We have included references to the sections of this Offer to Purchase where you will find a more complete discussion.

Who is offering to purchase my Shares?

Hennessy Advisors, Inc., a California corporation (the “Company” or “Hennessy”), is offering to purchase the Shares. See Section 1.

What is Hennessy offering to purchase?

We are offering to purchase up to $25.0 million (subject to a minimum of $1.0 million) in aggregate value of Shares. See Section 1.

What is the purpose of the Offer?

We believe that the Offer is a prudent use of our capital resources given our expected growth, cash flow generation and current stock price. The Offer expresses our confidence in Hennessy’s business and long-term growth potential. The Offer is an element of our intention to deliver increased value and an additional liquidity opportunity to our shareholders. By utilizing a significant portion of our increased Credit Facility (as defined in Section 9) to finance a portion of the Offer, and thereby increasing our leverage ratio, we believe that we can increase our earnings per Share and return on equity without taking undue liquidity risk in the event of a business downturn or liquidity crisis.

The Offer provides shareholders (including those with significant stockholdings) with an opportunity to obtain liquidity with respect to all or a portion of their Shares without potential disruption to the Share price. In addition, if we complete the Offer, shareholders who do not participate in the Offer will automatically increase their relative percentage ownership interest in Hennessy at no additional cost to them. See Sections 2, 9 and 11.

Further, the Offer provides our shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Also, “odd lot holders” (i.e., holders of less than 100 Shares) who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased in the Offer will avoid any applicable odd lot discounts that might otherwise be payable on sales of their Shares. See Sections 1 and 2.

How many Shares will we purchase in the Offer?

We will purchase up to $25.0 million, but not less than $1.0 million, in aggregate value of Shares properly tendered and not properly withdrawn. At the Purchase Price of $25.00 per Share, we could purchase 1,000,000 Shares if the Offer is fully subscribed, which would represent approximately 17% of the Company’s outstanding Shares as of August 19, 2015. If, based on the Purchase Price, more than $25.0 million in aggregate value of Shares are properly tendered and not properly withdrawn, we will purchase all Shares tendered at the Purchase Price on a pro rata basis, except for “odd lots” (of less than 100 Shares), which we will purchase on a priority basis. We expressly reserve the right to purchase additional Shares in the Offer, subject to applicable law. See Section 1. The Offer is conditioned on a minimum of $1.0 million in aggregate value of Shares being tendered, and is also subject to certain other conditions. See Section 7.

In accordance with the rules of the SEC, we may increase the aggregate value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer. See Section 1.

What will be the Purchase Price for the Shares?

The Purchase Price is $25.00 per Share (net to the tendering shareholder in cash, less any applicable withholding taxes and without interest). If we purchase your Shares in the Offer, we will pay you the Purchase Price in cash, less any applicable withholding taxes and without interest, promptly after the Expiration Date. Under no circumstances will we pay interest on the Purchase Price, even if there is a delay in making payment. See Sections 1 and 3.

How will we pay for the Shares?

We plan to use available cash and borrowings under our Credit Facility (as defined in Section 9) to purchase Shares in the Offer and to pay all related fees and expenses. The maximum aggregate value of Shares purchased in the Offer is expected to be $25.0 million. We expect that the maximum aggregate cost of this purchase, including the aggregate purchase price for the Shares, together with all fees and expenses applicable to the Offer, will be approximately $25.3 million. The Offer is not subject to any financing condition. See Section 9.

How long do I have to tender my Shares?

You may tender your Shares until the Offer expires. The Offer will expire at 5:00 p.m., New York City time, on September 18, 2015, unless we extend the Offer. See Section 1. We may choose to extend the Offer at any time and for any reason in accordance with applicable law. We cannot assure you, however, that we will extend the Offer or, if we extend it, for how long. See Sections 1 and 14. If a broker, dealer, commercial bank, trust company or other nominee holds your Shares, it may have an earlier deadline for accepting the Offer. We urge you to contact the broker, dealer, commercial bank, trust company or other nominee that holds your Shares to find out its deadline. See Section 3.

Can the Offer be extended, amended or terminated, and if so, under what circumstances?

Yes. We can extend or amend the Offer in our sole discretion in accordance with applicable law. If we extend the Offer, we may delay the acceptance of any Shares that have been tendered. See Section 14. We can terminate the Offer under certain circumstances. See Section 7.

How will I be notified if you extend the Offer or amend the terms of the Offer?

If we extend the Offer, we will issue a press release not later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. We will announce any amendment to the Offer by making a public announcement of the amendment. See Section 14.

Are there any conditions to the Offer?

Yes. Our obligation to accept for payment and pay for your tendered Shares depends upon a number of conditions being satisfied or waived prior to the Expiration Date, including:

a minimum of $1.0 million in aggregate value of Shares being tendered in the Offer;

no legal or regulatory action shall have been noticed, threatened, pending or taken that might adversely affect the Offer and no approval, permit, authorization, favorable review or consent of any governmental entity required to be obtained in connection with the Offer shall not have been obtained on terms and conditions satisfactory to us in our reasonable discretion;

no general suspension of trading in or general limitation on prices for securities on any national securities exchange or in the over-the-counter markets in the United States, and no declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, shall have occurred;

a material decrease in the amount of the Company’s total assets under management;

no decrease of more than 10% in the market price of the Shares or in the general level of market prices for equity securities in the United States of the NASDAQ Capital Market Index, the New York Stock Exchange Index, the Dow Jones Industrial Average, the NASDAQ Composite Index or the Standard & Poor’s Composite Index of 500 Industrial Companies measured from the close of trading on August 19, 2015, to the close of trading on the Expiration Date shall have occurred;

no commencement of war, armed hostilities or other similar national or international calamity, including, but not limited to, an act of terrorism, directly or indirectly involving the United States, shall have occurred on or after August 20, 2015, nor shall any material escalation of any war or armed hostilities or similar national or international calamity which commenced prior to August 20, 2015 have occurred;

no changes in the general political, market, economic or financial conditions, domestically or internationally, that are reasonably likely to materially and adversely affect our business or the trading in the Shares shall have occurred;

no person or entity shall have proposed, announced or made a tender or exchange offer for the Shares (other than the Offer), merger, business combination or other similar transaction involving us;

no person (including certain groups) shall have acquired, or proposed to acquire, beneficial ownership of more than 5% of the outstanding Shares, whether before, on or after August 19, 2015 (other than as publicly disclosed in a filing with the SEC on or before August 19, 2015);

no person (including certain groups) that has publicly disclosed in a filing with the SEC on or before August 19, 2015 that it has beneficial ownership of more than 5% of the outstanding Shares shall have acquired, or proposed to acquire, beneficial ownership of an additional 1% or more of the outstanding Shares;

no person (including certain groups) shall have filed a Notification and Report Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, or made a public announcement reflecting an intent to acquire us or any of our assets or securities;

no material adverse change in our business, condition (financial or otherwise), assets, income, operations or prospects shall have occurred; and

we shall not have determined that as a result of the consummation of the Offer and the purchase of Shares that there will be a reasonable likelihood that the Shares will be delisted from the NASDAQ Capital Market or that the consummation of the Offer and the purchase of Shares will cause the Shares to stop being subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). (We note that since we have less than 300 shareholders of record before commencement of the Offer, our Shares may currently be eligible for deregistration under the Exchange Act, but we have no intention to apply for such deregistration.)

See Section 7 for a complete list of the conditions to the Offer. Each of the conditions is for our sole benefit and may be asserted or waived by us, in whole or in part, at any time and from time to time in our discretion prior to the Expiration Date.

How do I tender my Shares?

If you want to tender all or any portion of your Shares, you must do one of the following prior to 5:00 p.m., New York City time, on September 18, 2015, or any later time and date to which the Offer may be extended:

if your Shares are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and have the nominee tender your Shares for you;

if you hold certificates in your own name or hold Shares in book-entry form as a registered holder, complete and sign a Letter of Transmittal according to its instructions and deliver it, together with any required signature guarantees, the certificates, if applicable, for your Shares and any other documents required by the Letter of Transmittal, to the Depositary at the applicable address set forth on the back cover page of this Offer to Purchase; or

if you are an institution participating in DTC, tender your Shares according to the procedure for book-entry transfer through DTC’s Automated Tender Offer Program system described in Section 3.

If you have any questions regarding the Offer, please contact the Information Agent toll free at 1-800-932-9864 or at its address set forth on the back cover page of this Offer to Purchase. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer. See Section 3 and the Letter of Transmittal.

Can I conditionally tender my Shares?

You may tender Shares subject to the condition that a specified minimum number of your Shares tendered pursuant to a Letter of Transmittal must be purchased if any Shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. See Section 6.

Once I have tendered Shares in the Offer, may I withdraw my tendered Shares?

Yes. You may withdraw any Shares you have tendered at any time before 5:00 p.m., New York City time, on September 18, 2015, unless we extend the Offer, in which case you may withdraw your Shares until the Expiration Date as extended. If we have not accepted for payment the Shares you have tendered to us, you may also withdraw your Shares at any time after 5:00 p.m., New York City time, on October 19, 2015. See Section 4.

How do I withdraw Shares I previously tendered?

To properly withdraw Shares, you must deliver on a timely basis a written notice of your withdrawal to the Depositary at the applicable address set forth on the back cover page of this Offer to Purchase. Your notice of withdrawal must specify your name, the number of Shares to be withdrawn and the name of the registered holder of the Shares. Some additional requirements apply if the certificates for Shares to be withdrawn have been delivered to the Depositary or if your Shares have been tendered under the procedure for book-entry transfer set forth in Section 3.

In what order will you purchase the tendered Shares?

We will purchase Shares on the following basis:

first, we will purchase all Shares properly tendered by any odd lot holder (holders of less than 100 Shares) at the Purchase Price and not properly withdrawn;

second, after the purchase of all of the Shares properly tendered by odd lot holders at the Purchase Price, subject to the conditional tender provisions described in Section 6, we will purchase all other Shares properly tendered at the Purchase Price on a pro rata basis with appropriate adjustment to avoid purchases of fractional Shares; and

third, only if necessary to permit us to purchase $25.0 million in aggregate value of Shares (or such greater amount as we may elect to pay, subject to applicable law), we will purchase Shares conditionally tendered (for which the condition was not initially satisfied) at the Purchase Price, by random lot, to the extent feasible. To be eligible for purchase by random lot, shareholders whose Shares are conditionally tendered must have tendered all of their Shares. Upon selection by lot, if any, Hennessy will limit its purchase in each case to the designated minimum number of Shares.

Therefore, it is possible that we will not purchase all of the Shares that you tender. See Section 1.

Following the Offer, will you continue as a public company?

Yes. It is a condition of our obligation to purchase Shares pursuant to the Offer that, as a result of the consummation of the Offer, there not be a reasonable likelihood that the Shares will be delisted from the NASDAQ Capital Market or that the consummation of the Offer will cause the Shares to stop being subject to the periodic reporting requirements of the Exchange Act. (We note that since we have less than 300 shareholders of record before commencement of the Offer, our Shares may currently be eligible for deregistration under the Exchange Act, but we have no intention to apply for such deregistration.) See Sections 2 and 7.

What is the position of the Board of Directors of the Company on the Offer?

Although the Board of Directors of the Company has authorized the Offer in furtherance of Hennessy’s announced intention to deliver increased value and an additional liquidity opportunity to shareholders, neither any member of the Board of Directors of the Company, nor any of the Company, any employee of the Company, the Information Agent or the Depositary, made, and none of the foregoing is making, any recommendation to you as to whether you should tender or refrain from tendering your Shares. You must make your own decisions as to whether to tender your Shares and, if so, how many Shares to tender. In doing so, you should read carefully the information in, or incorporated by reference in, this Offer to Purchase and in the Letter of Transmittal, including our reasons for making the Offer. You are urged to discuss your decisions with your tax advisors, financial advisors, legal advisors, and brokers. See Section 2.

Will Hennessy’s directors and executive officers tender Shares in the Offer?

What will happen if I do not tender my Shares?

Shareholders who decide not to tender will own a greater percentage interest in the Company’s outstanding Shares following the consummation of the Offer (unless the minimum of $1.0 million in aggregate value of Shares are not tendered). See Section 2.

When and how will you pay me for the Shares I tender?

Promptly after the Expiration Date, we will pay the Purchase Price net to the seller, in cash, less applicable withholding taxes and without interest, for the Shares, if any, we purchase. We will announce the preliminary results of the Offer, including preliminary information about any expected proration, on the business day following the Expiration Date. We will announce the final results of any proration and the Purchase Price, and begin paying for tendered Shares, promptly thereafter. We will pay for the Shares accepted for purchase by depositing the aggregate purchase price with the Depositary promptly after the Expiration Date. The Depositary will act as your agent and will transmit to you the payment for all of your Shares accepted for payment. See Sections 1 and 5.

What is the recent market price of my Shares?

On August 19, 2015, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares on the NASDAQ Capital Market was $23.25 per Share. You are urged to obtain current market quotations for the Shares before deciding whether to tender your Shares. See Section 8.

Will I have to pay brokerage commissions if I tender my Shares?

If you are a registered shareholder and you tender your Shares directly to the Depositary, you will not incur any brokerage commissions. If you hold Shares through a broker, dealer, commercial bank, trust company or other nominee, we urge you to consult your broker, dealer, commercial bank, trust company or other nominee to determine whether any transaction costs are applicable. See Section 3.

Will I have to pay stock transfer tax if I tender my Shares?

If you instruct the Depositary in the Letter of Transmittal to make the payment for the Shares to the registered holder, you will not incur any stock transfer tax. See Section 5.

Are there any governmental or regulatory approvals, consents or filings to be made or obtained in connection with the Offer?

We are not aware of any approval or other action by any governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for our acquisition or ownership of Shares as contemplated by the Offer. Should any such approval or other action or notice filings be required, we presently contemplate that we will seek that approval or other action and make or cause to be made such notice filings. We cannot predict whether we will be required to delay the acceptance for payment of or payment for Shares tendered in the Offer pending the outcome of any such approval or other action. There can be no assurance that any such approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition. Our obligations under the Offer to accept for payment and pay for Shares are subject to the satisfaction of certain conditions. See Sections 7 and 12.

What are the U.S. federal income tax consequences if I tender my Shares?

If you are a U.S. Holder (as defined in Section 13), your receipt of cash from us in exchange for the Shares you tender will be a taxable transaction for U.S. federal income tax purposes. The cash you receive for your tendered Shares generally will be treated for U.S. federal income tax purposes either as (i) consideration received in respect of a sale or exchange of the Shares or (ii) a distribution from us in respect of the Shares. See Sections 3 and 13.

If you are a Non-U.S. Holder (as defined in Section 13), you will generally be subject to U.S. federal withholding tax at a rate of 30% on the gross payments you receive pursuant to the Offer, subject to reduction or elimination by applicable treaty, as evidenced by forms that you furnish to the Depositary (or other applicable withholding agent). A non-U.S. Holder may be eligible to receive from the Internal Revenue Service a refund of any withheld U.S. federal income tax. See Sections 3 and 13.

We urge you to consult your tax advisor as to the particular tax consequences to you of the Offer.

This Offer to Purchase and the related Offer materials contain or incorporate by reference certain forward-looking statements and information relating to Hennessy that are based on the beliefs of our management as well as assumptions made by, and information currently available to, us. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 with respect to such statements and information. This includes, but is not limited to, statements regarding the benefits that the Offer may provide to our shareholders, the date on which we will announce the final proration or pay for tendered shares, the fees and expenses we will incur in connection with the Offer, the listing and tradability of our Shares after the Offer is completed, our possession of sufficient capital and the availability of sufficient credit to fund our operations after the Offer is completed, the repurchase of additional Shares or the payment of cash dividends on our Shares in the future, our strategies, plans, programs, objectives, goals, expectations, intentions, expenditures and assumptions, and other statements that are not historical facts. In some cases, forward-looking statements can be identified by terminology such as “expect,” “anticipate,” “intend,” “may,” “plan,” “will,” “should,” “could,” “would,” “assume,” “believe,” “estimate,” “predict,” “potential,” “project,” “continue,” “seek” and similar expressions, as well as statements in future tense. We have based these forward-looking statements on our current expectations and projections about future events, based on information currently available to us. Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or means by, which such performance or results will be achieved.

Forward-looking statements are subject to risks, uncertainties and assumptions, including those described in the section entitled “Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2014 filed 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. Management does not assume responsibility for the accuracy or completeness of these forward-looking statements. There is no regulation requiring an update of any of the forward-looking statements after the date of this document to conform these statements to actual results or to changes in our expectations.

Our business activities are affected by many factors, including, without limitation, redemptions by mutual fund shareholders, general economic and financial conditions, movement of interest rates, competitive conditions, industry regulation, and fluctuations in the stock market, many of which are beyond the control of our management. Further, the business and regulatory environments in which we operate remain complex, uncertain, and subject to change. We expect that regulatory requirements and developments will cause us to incur additional administrative and compliance costs. In addition, while domestic economic conditions have stabilized, the anticipated rise in short-term interest rates and developments in international financial markets could influence economic and financial conditions significantly. Notwithstanding the variability in our economic and regulatory environments, we remain focused on the investment performance of the funds we advise and on providing high quality customer service to investors.

Our business strategy centers on (i) the identification, completion and integration of future acquisitions and (ii) organic growth, through both the retention of the mutual fund assets we currently manage and the generation of inflows into the mutual funds we manage. The success of our business strategy may be influenced by the factors discussed in the section entitled “Risk Factors” in our Annual Report on Form 10-K for the year ended September 30, 2014. All statements regarding our business strategy, as well as statements regarding market trends and risks and assumptions about changes in the marketplace, are forward-looking by their nature.

Hennessy Advisors, Inc., a California corporation (the “Company” or “Hennessy”), invites its shareholders to tender up to $25.0 million in aggregate value of its Common Stock, no par value per share (the “Shares”), at a price of $25.00 (the “Purchase Price”) per Share, net to the seller in cash, less any applicable withholding taxes and without interest, upon the terms and subject to the conditions described in this Offer to Purchase and in the related Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offer”).

The Offer has been approved by the Board of Directors of the Company. Hennessy will purchase the Shares accepted for payment using its own funds and funds available under its credit facility. The Offer will expire at 5:00 p.m., New York City time, on September 18, 2015, unless the Offer is extended or withdrawn (such date, as it may be extended, the “Expiration Date”).

Upon the terms and subject to the conditions of this Offer, if $25.0 million in aggregate value of our Common Stock or less is properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn. However, because of the “odd lot” priority, proration (if Shares having an aggregate value greater than the value we seek are properly tendered) and conditional tender provisions described in this Offer to Purchase, we may not purchase all of the Shares tendered if, based on the Purchase Price, Shares having an aggregate value in excess of $25.0 million are properly tendered and not properly withdrawn. Shares not purchased in the Offer will be returned to the tendering shareholders at our expense promptly after the Expiration Date.

Subject to applicable law, including the applicable rules and regulations of the Securities and Exchange Commission (the “SEC”), we expressly reserve the right, in our sole discretion, at any time and from time to time, (a) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Shares, (b) to change the Purchase Price, (c) to increase or decrease the aggregate value of Shares sought in the Offer, (d) to amend the Offer in any respect prior to the Expiration Date, and (e) if any condition specified in Section 7 is not satisfied or waived prior to the Expiration Date, to terminate the Offer and not accept any Shares for payment. Notice of any such extension, amendment or termination may be made at any time and from time to time by public announcement of such change. In the case of an extension, the notice of extension shall be published no later than 9:00 a.m., New York City time, on the first business day after the previously scheduled Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the GlobeNewswire or a comparable service. See Sections 1, 3 and 14.

THE OFFER IS CONDITIONED ON A MINIMUM OF $1.0 MILLION IN AGGREGATE VALUE OF SHARES BEING TENDERED. THE OFFER IS ALSO SUBJECT TO A NUMBER OF OTHER TERMS AND CONDITIONS. SEE SECTION 7.

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL, LEGAL AND TAX ADVISORS AND BROKERS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL, INCLUDING OUR REASONS FOR MAKING THE OFFER. SEE SECTION 2.

The Purchase Price will be paid in cash, less any applicable withholding taxes and without interest, to tendering shareholders for all Shares purchased. Tendering shareholders who hold Shares registered in their own name and who tender their Shares directly to the Depositary will not be obligated to pay brokerage commissions, solicitation fees or, except as set forth in Section 5 hereof, stock transfer taxes on the purchase of Shares by us pursuant to the Offer. Shareholders holding Shares through a broker, dealer, commercial bank, trust company or other nominee are urged to consult such broker, dealer, commercial bank, trust company or other nominee to determine whether any charges may apply if Shares are tendered through such nominee and not directly to the Depositary. See Sections 3 and 5.

Also, any tendering shareholder who fails to timely complete, sign and return to the Depositary the Internal Revenue Service (“IRS”) Form W-9 included with the Letter of Transmittal or Form W-8BEN or Form W-8BEN-E obtained from the Depositary, as applicable (or such other IRS form as may be applicable), may be subject to U.S. federal backup withholding tax on the gross proceeds paid to the shareholder pursuant to the Offer. See Sections 3 and 13.

We will pay all fees and expenses incurred in connection with the Offer by the Depositary and the Information Agent. See Section 15.

As of August 19, 2015, there were 6,025,381 Shares outstanding. As of that date, an aggregate of 175,975 Shares constituting unvested restricted stock were outstanding under our equity compensation plans, and an aggregate of 1,968,875 Shares were available for additional grants under our Equity Incentive Plan. At the Purchase Price of $25.00 per Share, we could purchase 1,000,000 Shares if the Offer is fully subscribed, which would represent approximately 17% of the Company’s outstanding Shares as of August 19, 2015.

Our principal executive offices are located at 7250 Redwood Blvd., Suite 200, Novato, California 94945, and our phone number is (415) 899-1555.

References in this Offer to Purchase to “dollars” and “$” are to the lawful currency of the United States of America, unless otherwise indicated or the context suggests otherwise.

Upon the terms and subject to the conditions of the Offer, we will purchase up to $25.0 million, but not less than $1.0 million, in aggregate value of Shares properly tendered and not properly withdrawn in accordance with Section 4 before the Expiration Date, at a price of $25.00 (the “Purchase Price”) per Share, net to the seller in cash, less any applicable withholding taxes and without interest. If, based on the Purchase Price, Shares having an aggregate value of less than $25.0 million (but not less than $1.0 million) are properly tendered and not properly withdrawn, we will buy all Shares properly tendered and not properly withdrawn.

The term “Expiration Date” means 5:00 p.m., New York City time, on September 18, 2015, unless and until we, in our sole discretion in accordance with applicable law, shall have extended the period of time during which the Offer will remain open, in which event the term “Expiration Date” shall refer to the latest time and date at which the Offer, as so extended by us, shall expire. See Section 14 for a description of our right to extend, delay, terminate or amend the Offer.

All Shares that are purchased by us in the Offer will be purchased at the Purchase Price. The Company will only purchase Shares properly tendered and not properly withdrawn prior to the Expiration Date. Promptly after the Expiration Date, we will pay the Purchase Price net to the seller, in cash, less applicable withholding taxes and without interest, for the Shares, if any, we purchase. We will announce the preliminary results of the Offer, including preliminary information about any expected proration, on the business day following the Expiration Date. We will announce the final results of any proration, and begin paying for tendered Shares, promptly thereafter. We will only purchase Shares properly tendered and not properly withdrawn. However, because of the odd lot priority, proration and conditional tender provisions of the Offer, we may not purchase all of the Shares tendered if, based on the Purchase Price, more than $25.0 million in aggregate value of Shares are properly tendered and not properly withdrawn. We will return all Shares tendered and not purchased pursuant to the Offer and Shares not purchased because of proration or conditional tenders to the tendering shareholders at our expense, promptly following the Expiration Date.

By following the Instructions to the Letter of Transmittal, a shareholder who tenders Shares registered in such shareholder’s name directly to the Depositary can specify the order of priority in which Shares tendered are to be purchased in the event that, as a result of proration or otherwise, some but not all of the tendered Shares are purchased pursuant to the Offer. In the event a shareholder does not designate such order and fewer than all Shares tendered are purchased due to proration, the Depositary will select the order of Shares purchased.

Subject to applicable law, including the applicable rules and regulations of the SEC, we expressly reserve the right, in our sole discretion, at any time and from time to time, (a) to extend the period of time during which the Offer is open and thereby delay acceptance for payment of, and the payment for, any Shares, (b) to change the Purchase Price, (c) to increase or decrease the aggregate value of Shares sought in the Offer, (d) to amend the Offer in any respect prior to the Expiration Date, and (e) if any condition specified in Section 7 is not satisfied or waived prior to the Expiration Date, to terminate the Offer and not accept any Shares for payment. In accordance with the rules of the SEC, we may increase the aggregate value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer. However, if we purchase an additional number of Shares in excess of 2% of the outstanding Shares, we will amend and extend the Offer in compliance with applicable law. See Section 14.

In the event of an over-subscription of the Offer as described below, Shares tendered prior to the Expiration Date will be subject to proration, except for odd lots. The proration period and withdrawal rights also expire on the Expiration Date, subject to applicable law.

The Offer is conditioned on a minimum of $1.0 million in aggregate value of Shares being tendered. The Offer is also subject to certain other conditions. See Section 7.

Shares acquired pursuant to the Offer will be acquired by Hennessy free and clear of all liens, charges, encumbrances, security interests, claims, restrictions and equities whatsoever, together with all rights and benefits arising therefrom, provided that any dividends or distributions that may be declared, paid, issued, distributed, made or transferred on or in respect of such Shares to shareholders of record prior to the date on which the Shares are taken up and paid for under the Offer shall be for the account of such shareholders.

On the terms and subject to the conditions of the Offer, if, based on the Purchase Price, Shares having an aggregate value in excess of $25.0 million (or such greater amount as we may elect to pay, subject to applicable law) have been properly tendered and not properly withdrawn before the Expiration Date, we will purchase properly tendered Shares at the Purchase Price on the basis set forth below:

As a result of the foregoing priorities applicable to the purchase of Shares tendered, it is possible that fewer than all Shares tendered by a shareholder will be purchased or that, if a tender is conditioned upon the purchase of a specified number of Shares, none of those Shares will be purchased.

As we noted above, we may elect to purchase more than $25.0 million in aggregate value of Shares in the Offer, subject to applicable law. If we do so, the preceding provisions will apply to the greater value.

For purposes of the Offer, the term “odd lots” means all Shares properly tendered that are held by a shareholder who owns beneficially or of record an aggregate of fewer than 100 Shares, which we refer to as an “odd lot holder,” and so certifies in the appropriate place on the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery. To qualify for this preference, an odd lot holder must tender all Shares owned beneficially or of record by the odd lot holder in accordance with the procedures described in Section 3. As set forth above, odd lots will be accepted for payment before proration, if any, of the purchase of other tendered Shares. This preference is not available to partial tenders or to beneficial or record holders of an aggregate of 100 or more Shares, even if these holders have separate accounts or certificates representing fewer than 100 Shares. By accepting the Offer, an odd lot holder who holds Shares in his or her name and tenders his or her Shares directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable odd lot discounts in a sale of the holder’s Shares. Any odd lot holder wishing to tender all of such odd lot holder’s Shares pursuant to the Offer should complete the box entitled “Odd Lots” in the Letter of Transmittal and, if applicable, the Notice of Guaranteed Delivery.

If proration of tendered Shares is required, we will determine the proration factor promptly following the Expiration Date. Proration for each shareholder tendering Shares, other than odd lot holders, will be based on the ratio of the number of Shares properly tendered and not properly withdrawn by such shareholder to the total number of Shares properly tendered and not properly withdrawn by all shareholders, other than odd lot holders, subject to conditional tenders. Because of the difficulty in determining the number of Shares properly tendered and not withdrawn, and because of the odd lot procedure described above, the conditional tender procedure described in Section 6 and the guaranteed delivery procedure described in Section 3, we expect that we will not be able to announce the final proration factor or commence payment for any Shares purchased pursuant to the Offer until at least four business days after the Expiration Date. The preliminary results of any proration will be announced by press release as promptly as practicable after the Expiration Date. After the Expiration Date, shareholders may obtain preliminary proration information from the Information Agent and also may be able to obtain the information from their broker, dealer, commercial bank, trust company or other nominee.

As described in Section 13, the number of Shares that we will purchase from a shareholder pursuant to the Offer may affect the U.S. federal income tax consequences to the shareholder of the purchase and, therefore, may be relevant to a shareholder’s decision whether to tender Shares. The Letter of Transmittal affords each shareholder who tenders Shares registered in such shareholder’s name directly to the Depositary the opportunity to designate the order of priority in which Shares tendered are to be purchased in the event of proration as well as the ability to condition such tender on a minimum number of Shares being purchased. In the event a shareholder does not designate such order and fewer than all Shares tendered are purchased due to proration, the Depositary will select the order of Shares purchased.

This Offer to Purchase and the related Letter of Transmittal will be mailed to record holders of the Shares and will be furnished to brokers, dealers, commercial banks, trust companies and other nominees and similar persons whose names, or the names of whose nominees, appear on our shareholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of Shares.

We believe that the Offer is a prudent use of our capital resources given our expected growth, cash flow generation and current stock price. The Offer expresses our confidence in Hennessy’s business and long-term growth potential. The Offer is an element of our intention to deliver increased value to our shareholders. By utilizing a significant portion of our increased Credit Facility (as defined in Section 9) to finance a portion of the Offer, and thereby increasing our leverage ratio, we believe that we can increase our earnings per share and return on equity without incurring undue liquidity risk in the event of a business downturn or liquidity crisis. We believe that this could, in turn, positively impact our stock price.

Further, the Offer provides our shareholders with an efficient way to sell their Shares without incurring broker’s fees or commissions associated with open market sales. Also, “odd lot holders” who hold Shares registered in their names and tender their Shares directly to the Depositary and whose Shares are purchased in the Offer will avoid any applicable odd lot discounts that might otherwise be payable on sales of their Shares.

Members of our senior management met with the Board of Directors of the Company to discuss the terms and conditions of the Offer. The Board of Directors of the Company considered the terms and conditions of the Offer and further reviewed Hennessy’s results of operations, financial position, business plan, capital and cost structures and requirements, financing arrangements, general business and industry conditions, legal, tax and regulatory constraints and restrictions, and other factors the Board of Directors of the Company deemed relevant, including the expected financial impact of the Offer. Based upon the foregoing, on August 3, 2015, the Board of Directors of the Company unanimously approved proceeding with the Offer to purchase up to $25.0 million (but not less than $1.0 million) value of Shares, in the aggregate, at a Purchase Price of $25.00 per Share (with the ability in accordance with SEC rules to increase the aggregate value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares).

THE BOARD OF DIRECTORS OF THE COMPANY HAS APPROVED THE OFFER. HOWEVER, NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY MAKES ANY RECOMMENDATION TO YOU AS TO WHETHER YOU SHOULD TENDER OR REFRAIN FROM TENDERING YOUR SHARES. NONE OF THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY HAS AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION WITH RESPECT TO THE OFFER. YOU MUST MAKE YOUR OWN DECISION AS TO WHETHER TO TENDER YOUR SHARES AND, IF SO, HOW MANY SHARES TO TENDER. IN DOING SO, YOU SHOULD CONSULT YOUR OWN FINANCIAL, LEGAL AND TAX ADVISORS AND BROKERS, AND READ CAREFULLY AND EVALUATE THE INFORMATION IN THIS OFFER TO PURCHASE AND IN THE RELATED LETTER OF TRANSMITTAL AND RELATED MATERIALS, INCLUDING OUR REASONS FOR MAKING THE OFFER.

Following the completion or termination of the Offer, we may, from time to time, repurchase Shares on the open market or through private or public transactions in accordance with applicable law. Rule 13e-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), generally prohibits us and our affiliates from purchasing any Shares, other than in the Offer, until at least ten business days after the Expiration Date, except pursuant to certain limited exceptions including as provided in Rule 14e-5 under the Exchange Act.

Shareholders who decide not to tender will own a greater percentage interest in the outstanding Shares following the consummation of the Offer (assuming that a minimum of $1.0 million in aggregate value of Shares are tendered). These shareholders will also continue to bear the risks associated with owning the Shares, including risks resulting from our purchase of Shares in the Offer. Shareholders may be able to sell non-tendered Shares in the future on the NASDAQ Capital Market or otherwise, at a net price significantly higher or lower than the Purchase Price in the Offer. We can give no assurance, however, as to the price at which a shareholder may be able to sell his or her Shares in the future.

We anticipate that there will be a sufficient number of Shares outstanding and publicly traded following completion of the Offer to ensure a continued trading market for the Shares. Based upon published guidelines of the NASDAQ Capital Market, we do not believe that our purchase of Shares under the Offer will cause our remaining outstanding Shares to be delisted from the NASDAQ Capital Market. We also believe that our purchase of Shares under the Offer will not cause the Shares to stop being subject to the periodic reporting requirements of the Exchange Act. The Offer is conditioned upon, among other things, our having determined that the consummation of the Offer will not cause the Shares to be delisted from the NASDAQ Capital Market or to stop being subject to the periodic reporting requirements of the Exchange Act. See Section 7.

Except as disclosed or incorporated by reference in this Offer to Purchase, neither the Company nor its executive officers or directors currently have any plans, proposals, or negotiations underway that relate to or would result in:

From time to time, as part of our long-term corporate goal of enhancing shareholder value, we explore potential strategic acquisitions, divestitures, and business combinations. And from time to time, we are approached by various parties who express an interest in acquiring all or part of Hennessy or in otherwise taking part in a business combination or other material transaction with us. At this time, we are not engaged in ongoing discussions and have not entered into confidentiality agreements with, or made confidential information available to, any party with regard to such a business transaction. While Hennessy may enter into discussions with various parties regarding potential transactions, if we do so, there can be no assurance that these discussions will lead to any transaction, or as to the timing, value, or terms or conditions of any such transaction.

In addition, during the course of the Company’s annual governance processes, its Board of Directors and committees thereof evaluate and determine board and committee and management matters, including, among others, evaluations, arrangements, size, structure, qualifications and composition. Many of these matters will be considered in the coming months in preparation for the Company’s annual meeting of shareholders to be held early next year.

Nothing in the Offer will preclude us from pursuing, developing, or engaging in future plans, proposals or negotiations that relate to or would result in one or more of the foregoing events, subject to applicable law. Although we do not currently have any plans, other than as disclosed or incorporated by reference in this Offer to Purchase, that relate to or would result in any of the events discussed above, we may undertake or plan actions that relate to or could result in one or more of these events. Furthermore, such events may result from circumstances outside of our control. Shareholders tendering Shares in the Offer may run the risk of foregoing the benefit of any appreciation in the value or market price of the Shares resulting from such potential future events. However, there can be no assurance that we will decide to undertake any such event in the future or such event will otherwise occur or be beneficial to the value or market price of the Shares.

For Shares to be tendered pursuant to the Offer, the certificates for such Shares (or confirmation of receipt of such Shares pursuant to the procedure for book-entry transfer set forth below), together with a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile of the Letter of Transmittal), including any required signature guarantees, or an “Agent’s Message” (as defined below), and any other documents required by the Letter of Transmittal, must be received before 5:00 p.m., New York City time, on September 18, 2015, by the Depositary at its address set forth on the back cover page of this Offer to Purchase.

In the alternative, the tendering shareholder must, before the Expiration Date, comply with the guaranteed delivery procedure described below.

If you want to tender Shares under the Offer, including Shares held in our Dividend Reinvestment and Stock Purchase Plan, you must complete the section entitled “Description of Shares Tendered” of the Letter of Transmittal indicating the number of whole Shares you own that you wish to tender.

Shareholders may tender all or a portion of their Shares. Only Shares properly tendered, and not properly withdrawn, will be purchased, subject to odd lot priority and proration. Each shareholder whose Shares are purchased in the Offer will receive the Purchase Price of $25.00 per Share (net to the tendering shareholder in cash, less any applicable withholding taxes and without interest).

Shareholders may not tender more Shares than they own. Accordingly, a Letter of Transmittal that purports to tender more Shares than a shareholder owns will be an invalid tender. The shareholder should indicate the number of whole Shares he, she or it wishes to tender in the section entitled “Description of Shares Tendered” of the Letter of Transmittal.

Odd lot holders who tender all of their Shares must complete the section entitled “Odd Lots” in the Letter of Transmittal to qualify for the preferential treatment available to odd lot holders.

Shareholders holding their Shares through a broker, dealer, commercial bank, trust company or other nominee must contact the nominee in order to tender their Shares. Shareholders who hold Shares through nominees are urged to consult their nominees to determine whether transaction costs may apply if shareholders tender Shares through the nominees and not directly to the Depositary.

Shareholders may tender Shares subject to the condition that all, or a specified minimum number of Shares, be purchased. Any shareholder desiring to make such a conditional tender should so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal. It is the tendering shareholder’s responsibility to determine the minimum number of Shares to be purchased. Shareholders should consult their own financial, legal and tax advisors and brokers with respect to the effect of proration of the Offer and the advisability of making a conditional tender. See Sections 6 and 13.

If a certificate for Shares is registered in the name of a person other than the person executing a Letter of Transmittal, or if payment is to be made, or Shares not purchased or tendered are to be issued, to a person other than the registered holder of the certificate surrendered, then the tendered certificate must be endorsed or accompanied by an appropriate stock power, signed in either case exactly as the name of the registered holder appears on the certificate, with the signature guaranteed by an Eligible Institution.

In all cases, payment for Shares tendered and accepted for payment pursuant to the Offer will be made only after timely receipt by the Depositary of:

The method of delivery of all documents, including certificates for Shares, the Letter of Transmittal and any other required documents, is at the sole election and risk of the tendering shareholder. Shares will be deemed delivered only when actually received by the Depositary (including, in the case of a book-entry transfer, by book-entry confirmation). If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

All deliveries in connection with the Offer, including a Letter of Transmittal and certificates for Shares, must be made to the Depositary and not to us, the Information Agent or DTC. ANY DOCUMENTS DELIVERED TO US, THE INFORMATION AGENT OR DTC WILL NOT BE FORWARDED TO THE DEPOSITARY AND WILL NOT BE DEEMED TO BE PROPERLY TENDERED.

The Depositary will establish an account with respect to the Shares for purposes of the Offer at DTC within two business days after the date of this Offer to Purchase, and any financial institution that is a participant in DTC’s system may make book-entry delivery of the Shares by causing DTC to transfer those Shares into the Depositary’s account in accordance with DTC’s Automated Tender Offer Program system. Although delivery of Shares may be effected through a book-entry transfer into the Depositary’s account at DTC, either (1) a properly completed and duly executed Letter of Transmittal, with any required signature guarantees, or an Agent’s Message, and any other required documents must, in any case, be transmitted to, and received by, the Depositary at the applicable address set forth on the back cover page of this Offer to Purchase prior to the Expiration Date, or (2) the guaranteed delivery procedure described below must be followed if book-entry transfer of the Shares cannot be effected prior to the Expiration Date.

The confirmation of a book-entry transfer of Shares into the Depositary’s account at DTC is referred to in this Offer to Purchase as a “book-entry confirmation.” Delivery of documents to DTC in accordance with DTC’s procedures will not constitute delivery to the Depositary.

The term “Agent’s Message” means a message transmitted by DTC to, and received by, the Depositary and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgement from the participant tendering Shares through DTC that such participant has received, and agrees to be bound by, the terms of the Letter of Transmittal and that we may enforce such agreement against that participant.

If you wish to tender Shares in the Offer and your certificates for Shares are not immediately available or cannot be delivered to the Depositary prior to the Expiration Date (or the procedures for book-entry transfer cannot be completed on a timely basis), or if time will not permit delivery of all required documents to the Depositary prior to the Expiration Date, the Shares may still be tendered if all of the following conditions are met:

A Notice of Guaranteed Delivery must be delivered to the Depositary by hand, overnight courier, facsimile transmission or mail before the Expiration Date and must include a guarantee by an Eligible Institution in the form set forth in the Notice of Guaranteed Delivery.

Shareholders may contact the Information Agent for assistance toll free at 1-800-932-9864 or at its address set forth on the back cover page of this Offer to Purchase. Shareholders may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Offer.

Holders of restricted stock may not tender such shares unless and until such shares have vested and the restrictions on such shares have lapsed.

If any tendered Shares are not purchased or are properly withdrawn before the Expiration Date, or if less than all Shares evidenced by a shareholder’s certificates are tendered, certificates for unpurchased Shares will be returned promptly after the expiration or termination of the Offer or the proper withdrawal of the Shares, or, in the case of Shares tendered by book-entry transfer at DTC, the Shares will be credited to the appropriate account maintained by the tendering shareholder at DTC, in each case without expense to the shareholder.

Determination of Validity; Rejection of Shares; Waiver of Defects; No Obligation to Give Notice of Defects

All questions as to the number of Shares to be accepted and the validity, form, eligibility (including time of receipt of any Shares tendered, including pursuant to the guaranteed delivery procedures) and acceptance for payment of any tender of Shares will be determined by us, in our sole discretion, and our determination will be final and binding on all parties, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. We reserve the absolute right to reject any or all tenders of any Shares that we determine are not in proper form or the acceptance for payment of or payment for Shares which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any of the conditions of the Offer prior to the Expiration Date, or any defect or irregularity in any tender with respect to any particular Shares or any particular shareholder (whether or not we waive similar defects or irregularities in the case of other shareholders), and our interpretation of the terms of the Offer will be final and binding on all parties, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. In the event a condition is waived with respect to any particular shareholder, the same condition will be waived with respect to all shareholders. No tender of Shares will be deemed to have been properly made until all defects or irregularities have been cured by the tendering shareholder or waived by us. We will not be liable for failure to waive any condition of the Offer, or any defect or irregularity in any tender of Shares. Neither we nor the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in tenders, nor will any of the foregoing incur any liability for failure to give any such notification.

Tendering Shareholder’s Representation and Warranty; Our Acceptance Constitutes an Agreement

It is a violation of Rule 14e-4 under the Exchange Act for a person, directly or indirectly, to tender Shares for that person’s own account unless, at the time of tender and at the end of the proration period or period during which Shares are accepted by lot (including any extensions of such period), the person so tendering (1) has a “net long position” equal to or greater than the amount of Shares tendered in (a) Shares or (b) other securities convertible into or exchangeable or exercisable for Shares and, upon acceptance of the tender, will acquire the Shares by conversion, exchange or exercise and (2) will deliver or cause to be delivered the Shares in accordance with the terms of the Offer. Rule 14e-4 also provides a similar restriction applicable to a tender on behalf of another person.

A tender of Shares in accordance with any of the procedures described above will constitute the tendering shareholder’s acceptance of the terms and conditions of the Offer, as well as the tendering shareholder’s representation and warranty to us that (1) the shareholder has a “net long position,” within the meaning of Rule 14e-4 under the Exchange Act, in the Shares or equivalent securities at least equal to the Shares being tendered, and (2) the tender of Shares complies with Rule 14e-4. Our acceptance for payment of Shares tendered pursuant to the Offer will constitute a binding agreement between the tendering shareholder and us on the terms and subject to the conditions of the Offer.

A tender of Shares made pursuant to any method of delivery set forth herein will also constitute a representation and warranty to us that the tendering shareholder has full power and authority to tender, sell, assign and transfer the Shares tendered, and that the Company will acquire good, marketable and unencumbered title thereto, free and clear of all security interests, liens, restrictions, claims, encumbrances and other obligations relating to the sale or transfer of the Shares, and the same will not be subject to any adverse claim or right. Any such tendering shareholder will, on request by the Depositary or us, execute and deliver any additional documents deemed by the Depositary or us to be necessary or desirable to complete the sale, assignment and transfer of the Shares tendered, all in accordance with the terms of the Offer.

All authority conferred or agreed to be conferred by delivery of the Letter of Transmittal shall be binding on the successors, assigns, heirs, personal representatives, executors, administrators and other legal representatives of the tendering shareholder and shall not be affected by, and shall survive, the death or incapacity of such tendering shareholder.

Shareholders whose certificates for part or all of their Shares have been lost, destroyed or stolen may contact Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., the Depositary and transfer agent for the Shares, toll free at 1-800-396-2084 for instructions to obtain a replacement certificate. That certificate will then be required to be submitted together with the Letter of Transmittal in order to receive payment for Shares that are tendered and accepted for payment. A bond may be required to be posted by the shareholder to secure against the risk that the certificates may be subsequently recirculated. The Letter of Transmittal and related documents cannot be processed until the procedures for replacing lost or destroyed certificates have been followed. Shareholders are requested to contact the Depositary immediately in order to permit timely processing of this documentation. Certificates for Shares, together with a properly completed Letter of Transmittal and any other documents required by the Letter of Transmittal, must be delivered to the Depositary and not to us, the Information Agent or DTC. Any certificates delivered to us, the Information Agent or DTC will not be forwarded to the Depositary and will not be deemed to be properly tendered.

U.S. Federal Backup Withholding on U.S. Shareholders and Withholding on Foreign Shareholders

Under the U.S. federal income tax laws, payments to a tendering shareholder may be subject to “backup withholding” at the applicable statutory rate (currently 28%), unless a tendering shareholder:

A shareholder that does not provide a correct taxpayer identification number or otherwise establish an exemption from backup withholding may be subject to penalties imposed by the IRS. To prevent backup withholding on cash payable under the Offer, each shareholder that is a U.S. person should provide the Depositary (or other applicable withholding agent) with his or her correct taxpayer identification number and certify that he or she is not subject to backup withholding by completing the IRS Form W-9 included in the Letter of Transmittal; and each shareholder that is not a U.S. person should submit a properly executed IRS Form W-8BEN or IRS Form W-8BEN-E, a copy of which may be obtained from the Depositary, attesting to that shareholder’s exempt status. Backup withholding is not an additional tax. Taxpayers may use amounts withheld as a credit against their U.S. federal income tax liability, and may claim a refund if they timely provide certain required information to the IRS. See Section 13 and Instruction 9 to the Letter of Transmittal.

Even if a foreign (non-U.S.) shareholder has provided the required certification to avoid backup withholding, the Depository (or other applicable withholding agent) generally will withhold U.S. federal income taxes equal to 30% of the gross payments payable to such foreign shareholder. See Section 13 and Instruction 10 of the Letter of Transmittal.

Except as otherwise provided in this Section 4, tenders of Shares pursuant to the Offer are irrevocable. Shares tendered pursuant to the Offer may be withdrawn at any time before the Expiration Date and, unless we have accepted tendered Shares for payment under the Offer, may also be withdrawn at any time after 5:00 pm., New York City time, on October 19, 2015.

For a withdrawal to be effective, a notice of withdrawal must be in written form and must be received in a timely manner by the Depositary at the applicable address set forth on the back cover page of this Offer to Purchase. Any notice of withdrawal must specify the name of the tendering shareholder, the number of Shares to be withdrawn, and the name of the registered holder of the Shares to be withdrawn, if different from the tendering shareholder. If certificates for Shares to be withdrawn have been delivered or otherwise identified to the Depositary, then, before the release of the certificates, the tendering shareholder must also submit the serial numbers shown on the particular certificates for Shares to be withdrawn and the signature(s) on the notice of withdrawal must be guaranteed by an Eligible Institution (except in the case of Shares tendered for the account of an Eligible Institution). If Shares have been tendered pursuant to the procedure for book-entry transfer described in Section 3, the notice of withdrawal also must specify the name and the number of the account at DTC to be credited with the withdrawn Shares and must otherwise comply with DTC’s procedures. If a shareholder has used more than one Letter of Transmittal or has otherwise tendered Shares in more than one group of Shares, the shareholder may withdraw Shares using either separate notices of withdrawal or a combined notice of withdrawal, so long as the information specified above is included.

We will determine all questions as to the form and validity, including the time of receipt, of any notice of withdrawal, in our sole discretion, which determination will be final and binding on all parties, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. Neither we nor the Depositary, the Information Agent or any other person will be obligated to give notice of any defects or irregularities in any notice of withdrawal, nor will any of the foregoing incur liability for failure to give any such notification. Withdrawals may not be rescinded, and any Shares properly withdrawn will be deemed not properly tendered for purposes of the Offer. However, withdrawn Shares may be re-tendered before the Expiration Date by again following one of the procedures described in Section 3.

If we extend the Offer, are delayed in our purchase of Shares or are unable to purchase Shares pursuant to the Offer for any reason, then, without prejudice to our rights under the Offer, the Depositary may, subject to applicable law, retain tendered Shares on our behalf, and the Shares may not be withdrawn except to the extent tendering shareholders are entitled to withdrawal rights as described in this Section 4. Our reservation of the right to delay payment for Shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer.

On the terms and subject to the conditions of the Offer, promptly following the Expiration Date, we will accept for payment and pay for (and thereby purchase) Shares having an aggregate value of up to $25.0 million (or such greater amount as we may elect to pay, subject to applicable law) properly tendered and not properly withdrawn. We may increase the aggregate value of Shares purchased in the Offer and thereby increase the number of Shares accepted for payment in the Offer by no more than 2% of the outstanding Shares without amending or extending the Offer.

For purposes of the Offer, we will be deemed to have accepted for payment (and therefore purchased), subject to the odd lot priority, proration and conditional tender provisions of the Offer, Shares that are properly tendered and not properly withdrawn only when, as and if we give oral or written notice to the Depositary of our acceptance of the Shares for payment pursuant to the Offer.

On the terms and subject to the conditions of the Offer, promptly after the Expiration Date, we will accept for purchase and pay the Purchase Price for all of the Shares accepted for payment in accordance with the Offer. In all cases, payment for Shares tendered and accepted for payment in accordance with the Offer will be made promptly, subject to possible delay due to proration, but only after timely receipt by the Depositary of:

We will pay for Shares purchased pursuant to the Offer by depositing the aggregate purchase price for the Shares with the Depositary, which will act as agent for tendering shareholders for the purpose of receiving payment from us and transmitting payment to the tendering shareholders. In the event of proration, the Depositary will determine the proration factor and pay for those tendered Shares accepted for payment promptly after the Expiration Date. Certificates for all Shares tendered and not purchased, including all Shares not purchased due to proration or conditional tenders, will be returned, or, in the case of Shares tendered by book-entry transfer, will be credited to the account maintained with DTC by the participant who delivered the Shares, to the tendering shareholder promptly after the expiration or termination of the Offer at our expense.

Under no circumstances will interest be paid on the Purchase Price for the Shares, regardless of any delay in making payment. In addition, if certain events occur, we may not be obligated to purchase Shares pursuant to the Offer. See Section 7.

We will pay all stock transfer taxes, if any, payable on the transfer to us of Shares purchased pursuant to the Offer. If, however, payment of the Purchase Price is to be made to, or (in the circumstances permitted by the Offer) if unpurchased Shares are to be registered in the name of, any person other than the registered holder, or if tendered certificates are registered in the name of any person other than the person signing the Letter of Transmittal, the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the Purchase Price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption from payment of the stock transfer taxes, is submitted.

Subject to the exception for odd lot holders, in the event of an over-subscription of the Offer, Shares properly tendered prior to the Expiration Date will be subject to proration. See Section 1. As discussed in Section 13, the number of Shares to be purchased from a particular shareholder may affect the U.S. federal income tax treatment of the purchase to the shareholder and the shareholder’s decision whether to tender. Accordingly, a shareholder may tender Shares subject to the condition that a specified minimum number of the shareholder’s Shares tendered pursuant to a Letter of Transmittal must be purchased if any Shares tendered are purchased. Any shareholder desiring to make a conditional tender must so indicate in the box entitled “Conditional Tender” in the Letter of Transmittal, and, if applicable, in the Notice of Guaranteed Delivery. We urge each shareholder to consult with his or her own financial, legal and tax advisors and broker with respect to the advisability of making a conditional tender.

Any tendering shareholder wishing to make a conditional tender must calculate and appropriately indicate the minimum number of Shares that must be purchased from that shareholder if any are to be purchased. After the Offer expires, if, based on the Purchase Price, more than $25.0 million in aggregate value of Shares (or such greater amount as we may elect to pay, subject to applicable law) are properly tendered and not properly withdrawn, so that we must prorate our acceptance of and payment for tendered Shares, we will calculate a preliminary proration percentage based upon all Shares properly tendered, conditionally or unconditionally. If the effect of this preliminary proration would be to reduce the number of Shares to be purchased from any shareholder below the minimum number specified, the conditional tender will automatically be regarded as withdrawn (except as provided in the next paragraph). All Shares tendered by a shareholder subject to a conditional tender pursuant to the Letter of Transmittal and regarded as withdrawn as a result of proration will be returned promptly after the Expiration Date at our expense.

After giving effect to these withdrawals, we will accept the remaining Shares properly tendered, conditionally or unconditionally, on a pro rata basis, if necessary. If conditional tenders would otherwise be regarded as withdrawn and would cause the total number of Shares to be purchased to fall below an aggregate value of $25.0 million (or such greater amount as we may elect to pay, subject to applicable law) then, to the extent feasible, we will select enough of the conditional tenders that would otherwise have been deemed withdrawn to permit us to purchase $25.0 million in aggregate value of Shares (or such greater amount as we may elect to pay, subject to applicable law). In selecting among the conditional tenders, we will select by random lot, treating all tenders by a particular shareholder as a single lot, and will limit our purchase in each case to the designated minimum number of Shares to be purchased.

The Offer is conditioned on a minimum of $1.0 million in aggregate value of Shares being tendered. The Offer is not subject to any financing condition. Notwithstanding any other provision of the Offer, we will not be required to accept for payment, purchase or pay for any Shares tendered, and may terminate or amend the Offer or may postpone the acceptance for payment of or the payment for Shares tendered, subject to Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer, if at any time on or after the commencement of the Offer and prior to the Expiration Date any of the following events have occurred (or are determined by us, in our reasonable judgment, to have occurred) that, in our reasonable judgment, makes it inadvisable to proceed with the Offer or with acceptance for payment or payment for the Shares in the Offer:

The conditions referred to above are for our sole benefit and may be asserted by us regardless of the circumstances giving rise to any such condition, and may be waived by us, in whole or in part, at any time and from time to time prior to the Expiration Date in our reasonable discretion. Our failure at any time to exercise any of the foregoing rights will not be deemed a waiver of any right, and each such right will be deemed an ongoing right that may be asserted at any time and from time to time. The right to assert a condition will be deemed an ongoing right that may be asserted by us at any time on prior to the Expiration Date. If a condition is triggered, we will need to waive that condition prior to the Expiration Date in order to proceed with the Offer. In certain circumstances, if we waive any of the conditions described above, we may be required to extend the Expiration Date in accordance with applicable law and provide additional disclosure as required by applicable law. All Offer conditions, except any that may be dependent upon the receipt of government approvals, must be satisfied or waived prior to the Expiration Date, and we will have no right to assert any of the conditions after the Expiration Date. Any determination by us concerning the events described above will be final and binding on all parties, subject to a holder challenging our determination in a court of competent jurisdiction and such court issuing a judgment to the contrary. See Section 14.

The Shares are listed and traded on the NASDAQ Capital Market under the trading symbol “HNNA.” The following table presents the high and low sales prices of the Shares for the periods indicated.

Unless the Expiration Date is extended, as of September 18, 2015, you will no longer be a holder of record of Shares that are purchased by Hennessy under the Offer. Accordingly, you will not be eligible for any benefits with respect to such purchased Shares that inure to holders of record on or after the Expiration Date.

The following cash dividends were declared and paid on the Company’s Shares during the fiscal years ended September 30, 2015 (through August 19, 2015), 2014 and 2013, respectively:

The payment of future dividends, if any, is reviewed periodically by the Board of Directors of the Company and management and will depend upon, among other things, existing conditions, including earnings, financial condition and capital requirements, restrictions in financing agreements, business opportunities, tax considerations and other conditions and factors, including prospects.

On August 19, 2015, the last full trading day prior to the commencement of the Offer, the last reported sale price of the Shares was $23.25 per Share. Shareholders are urged to obtain current market quotations for the Shares before deciding whether to tender their Shares.

The Offer is not subject to any financing condition. Assuming the Offer is fully subscribed, we expect the aggregate purchase price for the Shares, together with related fees and expenses, to be approximately $25.3 million. We plan to fund any purchase of Shares pursuant to the Offer, including the related fees and expenses, using available cash and borrowings under our Credit Facility (as defined below). We have no alternative financing arrangements or plans relating to the Offer other than those described herein.

We have an outstanding bank loan with U.S. Bank National Association with an outstanding principal balance of $23.3 million. We have received a commitment letter from U.S. Bank National Association under which U.S. Bank has committed to enter into a new term loan agreement for $35.0 million (the “Credit Facility”) that will replace our current credit facility. The new term loan agreement will require 47 monthly payments in the amount of $364,583.33 plus interest, at our option, at either (1) LIBOR or (2) the highest of (a) U.S. Bank National Association’s prime rate, as set from time to time (currently 3.25%, in effect since December 17, 2008), (b) the Federal Funds Effective Rate plus 0.50%, and (c) the one-month Eurocurrency Base Rate for U.S. Dollars plus 1.00%, plus, in either case, a margin based on the grid below, and will be secured by our assets:

The new term loan agreement will include certain reporting requirements and loan covenants requiring the maintenance of certain financial ratios. The final installment of the then-outstanding principal and interest will be due four years after the closing of the Credit Facility. We intend to repay the Credit Facility using our liquid resources, using cash provided by operations, or refinancing the then outstanding amount. To the extent that liquid resources and cash provided by operations are not adequate to meet long-term capital requirements or we are not able to refinance, we plan to raise additional capital by accessing the capital markets. There can be no assurance that we will be able to raise additional capital.

The closing of the Credit Facility is expected to be subject to certain customary and other conditions, including: (i) minimum consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) at the closing of $20,000,000, (ii) assets under management at closing of at least $5,600,000,000, and (iii) no additional Company indebtedness other than that contemplated in the Credit Facility.

U.S. Bank National Association has the right to syndicate the Credit Facility to a group of banks, financial institutions and other lenders, in consultation with us. We have agreed to cooperate with these syndication efforts.

The foregoing summary of certain material terms of the commitment letter (including the summary of terms and conditions attached to the commitment letter as Exhibit A) and the Credit Facility as contemplated by the commitment letter is qualified in its entirety by the terms of the commitment letter, which is filed as an exhibit to our Issuer Tender Offer Statement on Schedule TO (the “Schedule TO”) and which is incorporated herein by reference. The foregoing summary may not contain all of the information about the commitment letter that is important to you. We encourage you to read the commitment letter carefully and in its entirety.

We are a publicly traded investment management firm whose primary operating activity is managing, servicing and marketing our open-end mutual funds commonly referred to as the Hennessy Funds. We are committed to employing a consistent and repeatable investment process for the Hennessy Funds, combining time-tested stock selection strategies with a highly disciplined, team-managed approach, and to superior service to investors. Our goal is to provide products that investors can have confidence in, knowing their money is invested as promised, with their best interest in mind. Our firm was founded on these principles over 25 years ago and the same principles guide us today.

We earn revenues primarily by providing investment advisory services to the Hennessy Funds. We also provide shareholder services to the Hennessy Funds, but have only earned shareholder service fees from all of (instead of some of) the Hennessy Funds since March 1, 2015. Investment advisory services include, among other things, managing the composition of each Hennessy Fund’s portfolio (including the purchase, retention, and disposition of portfolio securities in accordance with the applicable Hennessy Fund’s investment objectives, policies, and restrictions), conducting investment research, monitoring compliance with each applicable Hennessy Fund’s investment restrictions and applicable laws and regulations, overseeing service providers (including sub-advisors), maintaining an in-house public relations and marketing program for each of the Hennessy Funds, preparing and distributing regulatory reports, and overseeing distribution through third party financial intermediaries. Shareholder services include, among other things, maintaining an “800” number that the current investors of the Hennessy Funds may call to ask questions about the Hennessy Funds or their accounts, or to get help with processing exchange and redemption requests or changing account options. The fees we receive for investment advisory and shareholder services are calculated as a percentage of the average daily net asset values of the Hennessy Funds. Accordingly, our revenues increase or decrease as our average assets under management rise or fall.

For six of the Hennessy Funds acquired through asset purchases, we have delegated the day-to-day responsibilities to sub-advisors to manage the portfolio composition of such Hennessy Funds. In exchange for sub-advisory services, we pay each sub-advisor a fee out of our own assets, which is calculated as a percentage of the average daily net asset values of the sub-advised funds. Accordingly, the sub-advisor fees we pay increase or decrease as our average assets under management increases or decreases, respectively.

For the three-month period ended June 30, 2015, our average assets under management were $6.18 billion, an increase of 23.5% or $1.18 billion, versus the prior comparable period. For the nine-month period ended March 31, 2015, our average assets under management were $5.9 billion, an increase of 28.2% or $1.3 billion, versus the prior comparable period.

Total assets under management as of June 30, 2015 were $6.07 billion. This represented a decrease of 0.9%, or $56 million, as compared with $6.13 billion as of March 31, 2015. The decrease for the three-month period resulted from market depreciation of $103 million that was partly offset by net inflows into the Hennessy Funds of $46 million. However, total assets under management as of June 30, 2015 represented an increase of 10.0%, or $554 million, as compared with $5.52 billion as of September 30, 2014. The increase for the nine-month period was due to market appreciation of $305 million and net inflows into the Hennessy Funds of $249 million.

Our executive offices are located at 7250 Redwood Blvd., Suite 200, Novato, California 94945, and our telephone number is (415) 899-1555.

The Company is subject to the informational filing requirements of the Exchange Act and, accordingly, is obligated to file reports, statements and other information with the SEC relating to its business, financial condition and other matters. Information, as of particular dates, concerning the Company’s directors and executive officers, their remuneration, restricted stock granted to them, the principal holders of the Company’s securities and any material interest of these persons in transactions with us is required to be disclosed in SEC filings, including proxy statements distributed to the Company’s shareholders. As required by Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC the Schedule TO and related materials, which include additional information relating to the Offer.

These reports, statements and other information can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. Copies of this material may also be obtained by mail, upon payment of the SEC’s customary charges, from the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants, such as the Company, including the Schedule TO for the Offer and the documents incorporated therein by reference. You may obtain information about the Public Reference Room by calling the SEC for more information at 1-800-SEC-0330.

The rules of the SEC allow us to incorporate by reference into this Offer to Purchase information that was filed prior to the date of this Offer to Purchase, which means that we can disclose important information to you by referring you to documents filed separately with the SEC. The following documents that have been previously filed with the SEC contain important information about us, and we incorporate them by reference (other than any portions of the respective filings that were furnished to, rather than filed with, the SEC under applicable SEC rules):

Any statement contained in any document incorporated by reference into this Offer to Purchase shall be deemed to be modified or superseded to the extent that an inconsistent statement is made in this Offer to Purchase or any subsequently filed document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Offer to Purchase.

You can obtain any of the documents incorporated by reference in this Offer to Purchase from the SEC’s website at the address or website set forth above. You may also request a copy of these filings, at no cost, by writing or telephoning the Information Agent at its address and telephone number set forth below:

Georgeson Inc.
480 Washington Blvd., 26^th Floor
Jersey City, New Jersey 07310
Shareholders, Banks and Brokers may call toll free: 1-800-932-9864

As of August 19, 2015, there were 6,025,381 Shares outstanding. At the Purchase Price of $25.00 per Share, we could purchase 1,000,000 Shares if the Offer is fully subscribed, which would represent approximately 17% of the Company’s outstanding Shares as of August 19, 2015.

The following table shows information relating to the beneficial ownership of Shares as of August 19, 2015 of (1) each director, (2) each executive officer, and (3) all directors and executive officers as a group.

Based on our records and on information provided to us by the Company’s directors and executive officers, neither the Company nor any of its directors or executive officers have effected any transactions involving our Shares during the 60 days prior to August 19, 2015.

On March 26, 2014, the Company adopted, and the Company’s shareholders approved, the Amended and Restated 2013 Omnibus Incentive Plan (the “Plan”). Under the Plan, participants may be granted restricted stock units (“RSUs”), representing an unfunded, unsecured right to receive a Share on the date specified in the recipient’s award. The maximum number of Shares that may be issued under the Plan is 50% of the number of outstanding Shares, or 3,012,662 Shares, as of June 30, 2015, subject to adjustment by the compensation committee of the Board of Directors of the Company upon the occurrence of certain events. The 50% limitation does not invalidate any awards made prior to a decrease in the number of outstanding Shares, even if such awards result or may result in Shares constituting more than 50% of the outstanding Shares being available for issuance under the Plan. Shares available under the Plan that are not awarded in one particular year may be awarded in subsequent years.

An aggregate of 431,350 RSUs have been granted as of June 30, 2015, to certain executive officers, key employees, and outside directors and advisors of the Company. The RSUs vest 25% per year over four-years, and have a weighted average exercise price of zero per share. As of June 30, 2015, employees and directors had exercised 635,083 options, 43,688 options were forfeited, 206,612 options expired, 22,638 RSUs were forfeited and 190,057 net shares of common stock were issued for the vesting of 233,338 RSUs (net of shares repurchased for tax withholding). There were 175,975 RSUs for stock not yet issued at June 30, 2015.

The following table sets forth information regarding the Plan. All information presented is as of June 30, 2015. We do not have any equity compensation plans that have not been approved by our shareholders:

Information regarding the employment agreement between the Company and Neil J. Hennessy can be found in the Company’s Definitive Proxy Statement filed December 11, 2014 under the caption “Compensation of Executive Officers and Directors.” Such information is incorporated by reference as if fully set forth herein.

Except for RSU awards or other incentives payable in cash or Shares under the Company’s equity compensation plans and as otherwise described in this Offer to Purchase or the documents incorporated by reference herein, neither the Company nor, to the best of the Company’s knowledge, any of its directors or executive officers, is a party to any contract, arrangement, understanding or relationship with any other person relating, directly or indirectly, to the Offer or with respect to any securities of the Company, including, but not limited to, any contract, arrangement, understanding or relationship concerning the transfer or the voting of securities, joint ventures, loan or option arrangements, puts or calls, guaranties of loans, guaranties against loss or the giving or withholding of proxies, consents or authorizations.

Please see the Company’s periodic and current reports and proxy statements filed with the SEC, including those incorporated by reference herein and in the Schedule TO of which this Offer to Purchase is a part, for detailed descriptions of the arrangements disclosed above. In addition, copies of the arrangements or forms of the agreements disclosed above have been filed with the SEC.

We are not aware of any license or regulatory permit that is reasonably likely to be material to our business that might be adversely affected by our acquisition of Shares as contemplated in the Offer or of any approval or other action by any government or governmental, administrative or regulatory authority or agency, domestic, foreign or supranational, that would be required for Hennessy’s acquisition or ownership of Shares as contemplated by the Offer. Should any approval or other action be required, we presently contemplate that we will seek that approval or other action, but we have no current intention to delay the purchase of Shares tendered pursuant to the Offer pending the outcome of any such matter, subject to our right to decline to purchase Shares if any of the conditions in Section 7 have occurred or are deemed by us to have occurred or have not been waived. We cannot predict whether we would be required to delay the acceptance for payment of or payment for Shares tendered pursuant to the Offer pending the outcome of any such matter. We cannot assure you that any approval or other action, if needed, would be obtained or would be obtained without substantial cost or conditions or that the failure to obtain the approval or other action might not result in adverse consequences to our business and financial condition and performance. If certain types of adverse actions are taken with respect to the matters discussed above, or certain approvals, consents, licenses or permits identified above are not obtained, we can decline to accept for payment or pay for any Shares tendered. See Section 7.

The following is a summary of the material U.S. federal income tax consequences of the Offer to shareholders whose Shares are properly tendered and accepted for payment pursuant to the Offer. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations, rulings of the IRS, and judicial decisions in existence on the date hereof, all of which are subject to change. Any such change could apply retroactively and could affect adversely the tax consequences described below. No assurance can be given that the IRS will agree with the views expressed in this summary, or that a court will not sustain any challenge by the IRS in the event of litigation. No advance tax ruling has been sought or obtained from the IRS regarding the tax consequences of the transactions described herein.

For purposes of this summary, a “U.S. Holder” is a beneficial owner of Shares that is (a) an individual who is a citizen of the United States or who is resident in the United States for U.S. federal income tax purposes, (b) an entity that is classified for U.S. federal income tax purposes as a corporation and that is organized under the laws of the United States, any state thereof, or the District of Columbia, or is otherwise treated for U.S. federal income tax purposes as a domestic corporation, (c) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (d) a trust (i) whose administration is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more United States persons as described in Section 7701(a)(30) of the Code (“United States persons”), or (ii) that has a valid election in effect under applicable Treasury regulations to be treated as a United States person.

For purposes of this summary, a “Non-U.S. Holder” is a beneficial owner of Shares (other than an entity that is classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity”) that is not a U.S. Holder. If an entity classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity” owns Shares, the tax treatment of a member of the entity will depend on the status of the member and the activities of the entity. The tax treatment of such an entity, and the tax treatment of any member of such an entity, are not addressed in this summary. Any entity that is classified for U.S. federal income tax purposes as a partnership or as a “disregarded entity” and that owns Shares, and any members of such an entity, are encouraged to consult their own tax advisors.

This summary does not discuss all U.S. federal income tax considerations that may be relevant to U.S. Holders and Non-U.S. Holders in light of their particular circumstances or that may be relevant to certain beneficial owners that may be subject to special treatment under U.S. federal income tax law (for example, persons who elect to treat dividends on, or gains from a disposition of, Shares as investment income for purposes of the limitation on the investment interest deduction, persons who acquired Shares through exercise of employee stock options or otherwise as compensation for services, tax-exempt organizations, insurance companies, banks and other financial institutions, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting, real estate investment trusts, regulated investment companies, individual retirement accounts, qualified pension plans, persons who hold Shares as part of a straddle, hedging, constructive sale, conversion, or other integrated transaction, U.S. Holders whose functional currency is not the U.S. dollar, controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax). Furthermore, this summary does not discuss any alternative minimum tax consequences, and does not address any aspects of state, local, or foreign taxation. This summary only applies to those beneficial owners that hold Shares as “capital assets” within the meaning of Section 1221 of the Code. In the case of any Non-U.S. Holder who is an individual, this summary assumes that this individual was not formerly a United States citizen and was not formerly a resident of the United States for U.S. federal income tax purposes.

Shareholders whose Shares are not purchased by us pursuant to the Offer will not incur any U.S. federal income tax liability as a result of the purchases of Shares pursuant to the Offer.

This summary is not intended to constitute a complete analysis of all tax considerations relevant to a particular shareholder. Accordingly, the following summary of material U.S. federal income tax consequences is not a substitute for careful tax planning and advice based upon a shareholder’s particular circumstances. Each shareholder is urged to consult its tax advisor regarding the federal, state, local, foreign, and other tax consequences of participating in the Offer.

Capital Gain or Loss Treatment. If a sale of a U.S. Holder’s Shares pursuant to the Offer qualifies as an “exchange” under Section 302(b) of the Code (see “Qualification of Sale as an ‘exchange’ under Section 302(b)” below), the U.S. Holder will recognize a gain or loss measured by the difference between the amount received and the U.S. Holder’s tax basis in the Shares sold. Any such gain or loss will be treated as a capital gain or loss. Any capital gain or loss recognized by a U.S. Holder upon a sale of Shares pursuant to the Offer will be treated as long-term capital gain or loss if the Shares have been held for more than one year at the time of disposition. Any long-term capital gain recognized upon a disposition of Shares by a U.S. Holder who is an individual will be subject to U.S. federal income tax at a maximum rate of 20%. Certain limitations apply to the deductibility of capital losses for U.S. federal income tax purposes. A U.S. Holder must calculate gain or loss separately for each block of Shares (generally, Shares acquired at the same cost in a single transaction).

Dividend Treatment. If a U.S. Holder’s sale of Shares pursuant to the Offer does not qualify as an “exchange” under Section 302(b) of the Code, then the cash received from the sale will be treated as a distribution with respect to the Shares that are sold. A distribution with respect to a Share will be treated for U.S. federal income tax purposes as a dividend to the extent of the current or accumulated earnings and profits of the Company that are attributable to that Share. To the extent that the amount of any distribution with respect to a Share exceeds the current and accumulated earnings and profits of the Company attributable to that Share, the distribution will be treated first, as a non-taxable return of capital (and will be applied against and reduce the U.S. Holder’s adjusted tax basis, but not below zero, in that Share) and second, as a capital gain.

Any dividend income received by a U.S. Holder as a result of a purchase pursuant to the Offer will be treated as ordinary income for U.S. federal income tax purposes, and the entire amount of the gross proceeds received on the sale (and not merely the excess of the gross proceeds over the Holder’s tax basis in the Shares sold) will be subject to U.S. federal income tax. Any such dividend income received by a U.S. Holder who is an individual will be subject to U.S. federal income tax at a maximum rate of 20%, provided that certain holding period requirements are met. If a U.S. Holder’s sale of Shares pursuant to the Offer does not qualify as an “exchange” under Section 302(b) of the Code, the U.S. Holder’s tax basis in the Shares sold pursuant to the Offer will be added to the U.S. Holder’s tax basis in its remaining Shares, if any; and if there are no such remaining Shares, the U.S. Holder’s tax basis in the Shares sold pursuant to the Offer may, under certain circumstances, be transferred to a related person or may be lost.

In the case of a U.S. Holder that is an entity classified for U.S. federal income tax purposes as a corporation, any dividend income received by such a U.S. Holder as a result of a purchase pursuant to the Offer generally will not qualify for a dividends-received deduction.

Unearned Income Medicare Contribution Tax. A 3.8% Medicare contribution tax will be imposed on the “net investment income” of certain United States individuals and on the undistributed “net investment income” of certain estates and trusts. Among other items, “net investment income” generally includes dividends and certain net gain from the disposition of property (such as the Shares), less certain deductions.

Information Reporting and Backup Withholding. Upon a sale of Shares by a U.S. Holder pursuant to the Offer, the sale proceeds generally will be subject to information reporting. See Section 3 with respect to the backup withholding requirements.

Capital Gain or Loss Treatment. If a Non-U.S. Holder’s sale of Shares pursuant to the Offer qualifies as an “exchange” under Section 302(b) of the Code (see “Qualification of Sale as an ‘exchange’ under Section 302(b)” below), the Non-U.S. Holder will recognize a capital gain or loss measured by the difference between the amount received and the Non-U.S. Holder’s tax basis in the Shares sold. Any capital gain recognized by a Non-U.S. Holder upon a sale of Shares pursuant to the Offer will not be subject to U.S. federal income tax, unless:

Dividend Treatment. If a Non-U.S. Holder’s sale of Shares pursuant to the Offer does not qualify as an “exchange” under Section 302(b) of the Code, then the cash received upon the sale will be treated as a dividend, provided that (as we anticipate to be the case) we have sufficient accumulated or current earnings and profits. Such dividend will be subject to U.S. federal income tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty), unless prior to the sale the Non-U.S. Holder delivers to the Depositary (or other applicable withholding agent) a properly executed IRS Form W-8ECI certifying that the Non-U.S. Holder’s income on the sale is effectively connected with the conduct of a trade or business (and, if a United States income tax treaty applies, is attributable to a permanent establishment maintained) within the United States by the Non-U.S. Holder. In the event that a properly executed IRS Form W-8ECI is furnished, the Non-U.S. Holder’s income on the sale of Shares pursuant to the Offer will be exempt from U.S. federal income tax withholding. Any such effectively connected income, although not subject to U.S. federal income tax withholding, will be subject to U.S. federal income tax at normal graduated rates (and if the Non-U.S. Holder is classified for U.S. federal income tax purposes as a corporation, the income may also be subject to an additional branch profits tax).

In order to claim treaty benefits (such as a reduction in the rate of U.S. withholding tax), the Non-U.S. Holder must deliver to the Depositary (or other applicable withholding agent) a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8IMY prior to the sale of Shares pursuant to the Offer.

In the event that the amount withheld from the gross proceeds paid to a Non-U.S. Holder upon a sale of Shares pursuant to the Offer exceeds the U.S. federal income tax liability of the Non-U.S. Holder, a claim for refund may be filed with the IRS by the Non-U.S. Holder.

We cannot determine whether a sale of Shares by any particular Shareholder pursuant to the Offer will qualify as an “exchange” under Section 302(b) of the Code. Accordingly, the Depositary (or other applicable withholding agent) generally will withhold U.S. federal income tax at a 30% rate on the gross proceeds of the Offer payable to a Non-U.S. Holder unless the Non-U.S. Holder provides the Depositary (or other applicable withholding agent) with a properly executed IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY, or IRS Form W-8ECI establishing that a reduced rate of, or exemption from, withholding is available under an applicable income tax treaty or establishing that such gross proceeds are effectively connected with the conduct of a trade or business within the United States by the Non-U.S. Holder, as applicable.

As described above, Non-U.S. Holders may be subject to U.S. federal income tax on the sale of Shares pursuant to the Offer even if such Non-U.S. Holders would not be subject to U.S. federal income tax if those same Shares were sold on the open market.

Information Reporting and Backup Withholding. Upon a sale of Shares by a Non-U.S. Holder pursuant to the Offer, the sale proceeds generally will be subject to information reporting. See Section 3 with respect to the backup withholding requirements.

A sale of your Shares pursuant to the Offer will qualify as an “exchange” under Section 302(b) of the Code if:

The determination of whether a sale of Shares pursuant to the Offer qualifies as an “exchange” under Section 302(b) of the Code is made separately for each shareholder.

Constructive Ownership. For the purpose of determining whether a sale of Shares pursuant to the Offer qualifies as an “exchange” under Section 302(b) of the Code, you must take into account not only the Shares that you actually own but also any Shares that you are deemed to own constructively under the attribution rules of Section 318 of the Code. For example, under these attribution rules, you are deemed to own constructively any Shares held by your spouse, parents, children and grandchildren, and you are deemed to own constructively Shares held by certain entities (such as corporations, partnerships, estates, and trusts) in which you have an equity interest. Furthermore, you are deemed to own any Shares that you have the right to acquire by the exercise of an option, regardless of when the option may be exercised.

Complete Redemption. A sale of all your Shares of our stock pursuant to the Offer will result in a “complete redemption” if either: (i) you do not own, directly or constructively, any Shares of our stock after this sale; or (ii) you do not own directly any Shares of our stock after this sale and, with respect to any constructively owned Shares, you are eligible to (and do in fact) waive (pursuant to Section 302(c)(2) of the Code) the attribution of such Shares to you.

Substantially Disproportionate Redemption. A sale of your Shares pursuant to the Offer will result in a “substantially disproportionate redemption” if the percentage of our outstanding Shares that you own, directly or constructively, immediately after the sales by all shareholders pursuant to the Offer is less than 80% of the percentage of our outstanding Shares that you owned, directly or constructively, immediately before the sales by shareholders pursuant to the Offer.

In calculating the percentage applicable to your Shares, the denominator of the respective fraction takes into account the total number of outstanding Shares plus the number of Shares that are attributed, as a result of any option, to you or to another person whose holdings are attributed to you. This denominator does not take into account any Shares that are attributed, as a result of any option, to shareholders other than you or another person whose holdings are attributed to you.

Not Essentially Equivalent to a Dividend. If a sale of your Shares pursuant to the Offer does not qualify as a “complete redemption” or a “substantially disproportionate redemption,” then your sale may nevertheless qualify as an “exchange” under Section 302(b) of the Code if your sale meets the “not essentially equivalent to a dividend” test. This test is met if, under all the facts and circumstances, there is a “meaningful reduction” in your interest in us as a result of the sales by the shareholders pursuant to the Offer. The IRS has issued rulings in situations involving redemptions of stock owned by minority shareholders of publicly-traded corporations (each such minority shareholder owned, directly or constructively, less than 1% of the value and voting power of the stock of the corporation, and did not exercise meaningful control over the affairs of the corporation). In these rulings, a redemption was treated as meeting the “not essentially equivalent to a dividend” test if the redemption resulted in any reduction in both the voting power and the economic interest held by the minority shareholder in the corporation.

Contemporaneous Dispositions and Acquisitions. Any acquisitions of Shares or options, or any dispositions of Shares other than pursuant to the Offer, by you (or by persons related to you) that are contemporaneous with a sale of your Shares pursuant to the Offer may be deemed to be part of a single integrated transaction and may be taken into account in determining whether any of the foregoing tests under Section 302(b) of the Code has been satisfied with respect to any sale of your Shares pursuant to this Offer.

Effect of Prorations and Other Transfers of Shares. You should be aware that your ability to satisfy any of the foregoing tests may be affected by proration pursuant to the Offer. Therefore, unless you make a conditional tender (see Section 6), or unless you are an odd lot holder who tenders all of your Shares, you can be given no assurance that we will purchase a sufficient number of such Shares to permit you to satisfy any of the foregoing tests.

YOU ARE URGED TO CONSULT YOUR TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO YOU OF THE OFFER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.

We expressly reserve the right to extend the period of time the Offer is open and delay acceptance for payment of, and payment for, any Shares by giving oral or written notice of such extension to the Depositary and making a public announcement of such extension, subject to applicable law. During any such extension, all Shares previously tendered and not properly withdrawn will remain subject to the Offer and to the rights of a tendering shareholder to withdraw such shareholder’s Shares as described herein.

We also expressly reserve the right, in our sole discretion, not to accept for payment and not pay for any Shares not previously accepted for payment or paid for, subject to applicable law, to postpone payment for Shares or terminate the Offer upon the occurrence of any of the conditions specified in Section 7 by giving oral or written notice of the termination or postponement to the Depositary and making a public announcement of the termination or postponement. Our reservation of the right to delay payment for Shares that we have accepted for payment is limited by Rule 13e-4(f)(5) under the Exchange Act, which requires that we must pay the consideration offered or return the Shares tendered promptly after termination or withdrawal of the Offer.

Subject to compliance with applicable law, we further reserve the right, in our reasonable discretion, and regardless of whether any of the events set forth in Section 7 have occurred or are deemed by us to have occurred, to amend the Offer in any respect, including, without limitation, by increasing or decreasing the aggregate value of Shares sought in the Offer. Amendments to the Offer may be made at any time and from time to time by public announcement of the amendment. In the case of an extension, the notice of amendment shall be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled or announced Expiration Date. Any public announcement made pursuant to the Offer will be disseminated promptly to shareholders in a manner reasonably designed to inform shareholders of the change. Without limiting the manner in which we may choose to make a public announcement, except as required by applicable law, we will have no obligation to publish, advertise or otherwise communicate any public announcement other than by issuing a press release to the GlobeNewswire or a comparable service.

If we materially change the terms of the Offer or the information concerning the Offer, or if we waive a material condition of the Offer, we will extend the Offer to the extent required by Rule 13e-4(e)(3) and Rule 13e-4(f)(1) under the Exchange Act. This rule and related releases and interpretations of the SEC provide that the minimum period during which an Offer must remain open following material changes in the terms of the Offer or information concerning the Offer (other than a change in price or a change in percentage of securities sought) will depend on the facts and circumstances, including the relative materiality of the terms or information. If:

then, in each case, the Offer will be extended until the expiration of the period of at least ten business days from and, including, such date.

If we increase the aggregate value of Shares purchased in the Offer such that the additional amount of Shares accepted for payment in the Offer does not exceed 2% of the outstanding Shares, this will not be deemed a material change to the terms of the Offer and we will not be required to amend or extend the Offer. See Section 1.

We have retained Georgeson Inc. to act as Information Agent in connection with the Offer. The Information Agent may contact shareholders by mail, telephone, facsimile and personal interviews and may request brokers, dealers and other nominee shareholders to forward materials relating to the Offer to beneficial owners. Georgeson Inc., in its capacity as Information Agent, will receive reasonable and customary compensation for its services, will be reimbursed by us for reasonable out-of-pocket expenses incurred in connection with the Offer and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws.

We have also retained Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., to act as Depositary in connection with the Offer. Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., in its capacity as Depositary, will receive reasonable and customary compensation for its services, will be reimbursed by us for reasonable out-of-pocket expenses incurred in connection with the Offer and will be indemnified against certain liabilities in connection with the Offer, including certain liabilities under the federal securities laws. Computershare Inc. and its wholly owned subsidiary, Computershare Trust Company, N.A., also acts as Hennessy’s transfer agent.

We will not pay any fees or commissions to brokers, dealers or other persons (other than fees to the Information Agent and the Depositary as described above) for soliciting tenders of Shares pursuant to the Offer. Shareholders holding Shares through brokers, dealers or other nominee shareholders are urged to consult the brokers, dealers or other nominee shareholders to determine whether transaction costs may apply if shareholders tender Shares through the brokers, dealers or other nominee shareholders and not directly to the Depositary. We will, however, upon request, reimburse brokers, dealers and commercial banks for customary mailing and handling expenses incurred by them in forwarding the Offer and related materials to the beneficial owners of Shares held by them as a nominee or in a fiduciary capacity. No broker, dealer, commercial bank or trust company has been authorized to act as our agent, or the agent of the Information Agent or the Depositary, for purposes of the Offer. We will pay or cause to be paid all stock transfer taxes, if any, on our purchase of Shares, except as otherwise provided in Section 5 hereof.

We currently intend to cancel and retire Shares purchased in the Offer. These Shares will return to the status of authorized and unissued Common Stock and will be available for us to issue without further stockholder action for all purposes except as required by applicable law or the rules of the NASDAQ Capital Market.

We are not aware of any state or other jurisdiction where the making of the Offer is not in compliance with applicable law. If we become aware of any state or other jurisdiction where the making of the Offer is not in compliance with the laws of such state or other jurisdiction, we will make a good faith effort to comply with the applicable law of such state or other jurisdiction. If, after good faith effort, we cannot comply with the applicable law of such state or other jurisdiction, we will not make the Offer to, and we will not accept tenders from or on behalf of, the holders of Shares residing in that state or other jurisdiction. In any state or other jurisdiction where the securities or blue sky laws require the Offer to be made by a licensed broker or dealer, the Offer shall be deemed to be made on our behalf by one or more registered brokers or dealers licensed under the laws of such state or other jurisdiction.

After completing the Offer, we may consider various forms of share repurchases, including, but not limited to, open market purchases, tender offers, privately negotiated transactions and accelerated share repurchases, after taking into account our results of operations, financial position and capital requirements, general business conditions, legal, tax and regulatory constraints or restrictions, and other factors we deem relevant.

Pursuant to Rule 13e-4(c)(2) under the Exchange Act, we have filed with the SEC the Schedule TO, which contains additional information relating to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the same places and in the same manner as is set forth in Section 10 with respect to information concerning Hennessy.

Rule 13e-4(f) under the Exchange Act generally prohibits us and our affiliates from purchasing any Shares other than in the Offer until at least ten business days after the Expiration Date. Accordingly, any additional purchases outside of the Offer generally may not be consummated until at least ten business days after the Expiration Date.

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information or to make any representation on our behalf in connection with the Offer other than those contained in this Offer to Purchase and the related Letter of Transmittal. If given or made, you should not rely on that information or representation as having been authorized by us, any employee of the Company, any member of the Board of Directors of the Company, the Information Agent or the Depositary.

WE HAVE NOT AUTHORIZED ANY PERSON TO MAKE ANY RECOMMENDATION ON OUR BEHALF AS TO WHETHER YOU SHOULD TENDER OR NOT TENDER YOUR SHARES IN THE OFFER. WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THE OFFER OTHER THAN THOSE CONTAINED IN THIS DOCUMENT OR IN THE LETTER OF TRANSMITTAL. ANY RECOMMENDATION OR ANY SUCH INFORMATION OR REPRESENTATION MADE BY ANYONE ELSE MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY, ANY EMPLOYEE OF THE COMPANY, ANY MEMBER OF THE BOARD OF DIRECTORS OF THE COMPANY, THE INFORMATION AGENT OR THE DEPOSITARY.

The Letter of Transmittal, certificates for Shares and any other required documents should be sent or delivered by each shareholder of the Company or his or her broker, dealer, commercial bank, trust company or other nominee to the Depositary as follows:

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and address set forth below. Requests for additional copies of this Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery or related documents may be directed to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank, trust company or nominee for assistance concerning the tender offer. To confirm delivery of Shares, shareholders are directed to contact the Depositary.

Georgeson Inc.
480 Washington Blvd., 26^th Floor
Jersey City, New Jersey 07310
Shareholders, Banks and Brokers may call toll free: 1-800-932-9864

	High		Low
Fiscal Year Ended September 30, 2015
Fourth quarter (through August 19, 2015)	$	23.53	$	18.24
Third quarter	$	21.62	$	18.06
Second quarter	$	24.90	$	18.72
First quarter	$	24.95	$	17.50
Fiscal Year Ended September 30, 2014
Fourth quarter	$	20.00	$	14.35
Third quarter	$	17.00	$	10.60
Second quarter	$	13.00	$	10.50
First quarter	$	12.00	$	9.06
Fiscal Year Ended September 30, 2013
Fourth quarter	$	9.40	$	7.01
Third quarter	$	8.28	$	6.25
Second quarter	$	8.88	$	4.45
First quarter	$	4.45	$	2.57

Fiscal Year	Date Declared	Record Date	Date Paid	Amount of Dividend

2015	January 29, 2015	February 13, 2015	March 9, 2015	$	0.06
	May 5, 2015	May 20, 2015	June 12, 2015		0.06
	August 3, 2015	August 18, 2015	September 10, 2015		0.06

2014	January 30, 2014	February 14, 2014	March 10, 2014	$	0.04
	May 5, 2014	May 20, 2014	June 12, 2014		0.04
	August 6, 2014	August 21, 2014	September 15, 2014		0.04
	October 30, 2014	November 14, 2014	December 8, 2014		0.05

2013	October 31, 2013	November 15, 2013	December 9, 2013	$	0.03125

Consolidated Debt to Consolidated EBITDA Leverage Ratio (measured as of end of each calendar quarter)	Applicable Margin for LIBOR Advances			Applicable Margin for Base Rate Advances
˃ 2.00 to 1.00		3.25	%		0.75	%
≥ 1.00 to 1.00 and < 2.00 to 1.00		3.00	%		0.50	%
< 1.00 to 1.00		2.75	%		0.25	%

	Number of		Percent
Name	Shares Owned		of Class
Neil J. Hennessy⁽¹⁾⁽²⁾		1,886,519		31.28	%
Teresa M. Nilsen⁽¹⁾⁽³⁾		87,078		1.44	%
Daniel B. Steadman⁽¹⁾⁽⁴⁾		25,061		0.42	%
Henry Hansel⁽¹⁾⁽⁵⁾		115,719		1.92	%
Brian A. Hennessy⁽¹⁾⁽⁶⁾		228,171		3.79	%
Daniel G. Libarle⁽¹⁾⁽⁷⁾		52,922		0.88	%
Rodger Offenbach⁽¹⁾⁽⁸⁾		74,985		1.24	%
Susan W. Pomilia⁽¹⁾⁽⁹⁾		54,250		0.90	%
Thomas L. Seavey⁽¹⁾⁽⁵⁾		37,961		0.63	%
All directors and executive officers (9 individuals)⁽¹⁰⁾		2,562,666		42.3	%

	⁽¹⁾	The mailing address for this person is c/o Hennessy Advisors, Inc., 7250 Redwood Boulevard, Suite 200, Novato, California 94945.

	⁽²⁾	Includes (a) 1,852,519 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, (b) 7,500 shares held by Mr. Hennessy as custodian for his child, over which Mr. Hennessy has shared voting and dispositive power, (c) 16,875 shares held solely by his spouse, and (d) 6,250 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015. Of these shares, 1,550,000 are pledged as security with respect to a personal loan from a financial institution.

		Page

SUMMARY TERM SHEET		S-1

FORWARD-LOOKING STATEMENTS		1

INTRODUCTION		3

THE OFFER		6

1.	Number of Shares; Purchase Price; Proration.	6

2.	Purpose of the Offer; Certain Effects of the Offer.	9

3.	Procedures for Tendering Shares.	13

4.	Withdrawal Rights.	19

5.	Purchase of Shares and Payment of Purchase Price.	20

6.	Conditional Tender of Shares.	21

7.	Conditions of the Offer.	22

8.	Price Range of Shares; Dividends.	25

9.	Source and Amount of Funds.	26

10.	Certain Information Concerning Us.	27

11.	Interests of Directors and Executive Officers; Transactions and Arrangements Concerning the Shares.	31

12.	Certain Legal Matters; Regulatory Approvals.	34

13.	Certain Federal Income Tax Consequences.	34

14.	Extension of the Offer; Termination; Amendment.	40

15.	Fees and Expenses.	41

16.	Use of Securities Acquired.	42

17.	Miscellaneous.	42

	⁽³⁾	Includes (a) 77,442 shares held jointly with her spouse, over which Ms. Nilsen has shared voting and dispositive power, (b) 1,124 shares held by Ms. Nilsen and by her spouse as custodian for their minor children, over which Ms. Nilsen has shared voting and dispositive power, (c) 1,012 shares held solely by her spouse, and (d) 7,500 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁴⁾	Includes (a) 14,374 shares held jointly with his spouse, over which Mr. Steadman has shared voting and dispositive power and (b) 6,250 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁵⁾	Includes 2,500 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁶⁾	Includes (a) 208,797 shares held jointly with his spouse, over which Mr. Hennessy has shared voting and dispositive power, (b) 8,437 shares held solely by his spouse, and (c) 2,500 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁷⁾	Includes (a) 50,242 shares held jointly with his spouse, over which Mr. Libarle has shared voting and dispositive power and (b) 2,500 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁸⁾	Includes (a) 62,303 shares held jointly with his spouse, over which Mr. Offenbach has shared voting and dispositive power, (b) 4,247 shares held solely by his spouse, and (c) 2,500 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽⁹⁾	Includes (a) 5,000 shares held jointly with her spouse, over which Ms. Pomilia has shared voting and dispositive power, (b) 50,625 shares held solely by her spouse, and (c) 1,250 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

	⁽¹⁰⁾	Includes 33,750 shares issuable upon the settlement of restricted stock units that will vest within 60 days of August 19, 2015.

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights (2)		Weighted-average exercise price of outstanding options, warrants and rights (2)		Number of securities remaining for issuance under compensation plans (excluding securities reflected in column (a)) (1)
	(a)		(b)		(c)
Equity compensation plans approved by security holders		175,975	$	0.00		1,968,875
Equity compensation plans not approved by security holders		0		0		0
Total		175,975	$	0.00		1,968,875

By First Class, Registered or Certified Mail:		By Express or Overnight Delivery:
Computershare Trust Company, N.A.		Computershare Trust Company, N.A.
Computershare Inc.		Computershare Inc.
P.O. Box 43011		250 Royal Street Suite V
Providence, RI 02940-3011		Canton, MA 02021