UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
On October 13, 2021, Hennessy Advisors, Inc. (the “Company”) entered into an Underwriting Agreement (the “Underwriting Agreement”) with Oppenheimer & Co. Inc., as representative of the several underwriters named therein, with respect to the offering and sale (the “Offering”) of $35,000,000 aggregate principal amount of 4.875% Notes due 2026 (the “2026 Notes”). The Company has also granted the underwriters a 30-day option to purchase up to an additional $5,250,000 aggregate principal amount of the 2026 Notes to cover overallotments, if any. The Underwriting Agreement contains customary representations and warranties, covenants, and termination provisions, is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference in this report.
The Offering was made pursuant to the Company’s Registration Statement on Form S-1 (Registration No. 333-259750) filed with the Securities and Exchange Commission on September 23, 2021 and declared effective on October 13, 2021. The closing of the Offering is expected to occur on October 20, 2021, subject to customary closing conditions.
| Item 8.01 | Other Events |
On October 13, 2021, the Company issued a press release announcing the pricing of the Offering.
A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference in this report.
| Item 9.01. | Financial Statements and Exhibits |
The exhibits listed in the exhibit index below are filed under Items 1.01 and 8.01 of this Current Report on Form 8-K.
EXHIBIT INDEX
| Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated October 13, 2021, between the Company and Oppenheimer & Co. Inc., as representative of the several underwriters named therein. | |
| 99.1 | Press release, dated October 13, 2021. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document). |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HENNESSY ADVISORS, INC. |
| October 14, 2021 | By: | /s/ Teresa M. Nilsen | |
| Teresa M. Nilsen | |||
| President and Chief Operating Officer |