UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 11, 2019
NATIONAL HOLDINGS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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Delaware (State or Other Jurisdiction of Incorporation) |
001-12629 (Commission File Number) |
36-4128138 (I.R.S. Employer Identification No.) |
200 Vesey Street, 25th Floor, New York, NY 10281
(Address, including zip code, of principal executive offices)
(212) 417-8000
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, $0.02 par value per share |
NHLD |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 11, 2019, National Holdings Corporation (the “Company”), Daniel Santanello and Robert Maloney (in his capacity as representative of the sellers), entered into Amendment No. 1 (the “Amendment”), which amended that certain Stock Purchase Agreement, dated as of August 26, 2019 (the “Purchase Agreement”), by and among the Company, Daniel Santanello, Robert Maloney and the other sellers named therein. The Amendment amended the Purchase Agreement to reflect certain clarifications to the terms of the Purchase Agreement as agreed to by the parties.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. |
Description |
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2.1 |
Forward Looking Statements
This Current Report on Form 8-K may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about the Company, its current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond the Company’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual developments and results are likely to vary materially from these estimates and projections as a result of a number of factors, including the transactions contemplated by the Purchase Agreement may not be consummated due to a failure of closing conditions to be satisfied or otherwise and other risks described from time to time in the Company’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and the Company undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.
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.
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Date:October 17, 2019 |
NATIONAL HOLDINGS CORPORATION (Registrant)
By: /s/ Michael Mullen Name: Michael Mullen Title: Chief Executive Officer |
Exhibit 2.1
AMENDMENT NO. 1 TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of October 11, 2019 (the “Agreement”), is made and entered into by and among Daniel Santanello (“Santanello”), Robert B. Maloney, in his capacity as Sellers’ Representative (“Maloney”), and National Holdings Corporation (the “Buyer”). All capitalized terms not otherwise defined in this Amendment shall have the respective meanings assigned to them in the Agreement.
WHEREAS, the parties entered into that certain Stock Purchase Agreement (the “Agreement”), dated as of August 22, 2019, by and among the sellers named therein, Santanello, Maloney, and Buyer.
WHEREAS, the parties wish to amend the Agreement to effect certain clarifications; and
WHEREAS, the Agreement provides that it may be amended by an instrument in writing executed by the Buyer, Santanello and Maloney (in his capacity as Sellers’ Representative on behalf of all of the Sellers).
NOW, THEREFORE, in consideration of the foregoing and the representations, warranties, covenants and agreements set forth herein and the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:
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1. |
Amendment of Section 2.04: Section 2.04 of the Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows |
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“WF and WIA Shares Purchase Price. The aggregate purchase price for the WIA Shares and the WF Shares shall be equal to (A) $160,000.00 minus (B) the Maloney Loan Payoff Amount (the “WIA/WF Purchase Price”). |
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Amendment of Section 2.05(f)(ii): Section 2.05(f)(ii) of the Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows: |
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“On the Closing Date, Buyer shall deliver to WEC $13,193.00, by wire transfer of immediately available funds to an account of WEC designated in writing by WEC, as reimbursement for certain expenses and costs incurred by WEC in connection with the transactions contemplated by this Agreement;” |
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Amendment of Section 2.05(f)(iv): Section 2.5(f)(iv) of the Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows: |
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a. |
“Buyer shall deliver to the Escrow Agent $200,000.00, representing the funds payable to Tina Maloney to repay in full the subordinated loan in such amount from Tina Maloney to WEC; provided, that such amounts shall remain with the Escrow Agent and shall not released to Tina Maloney until such time as when the repayment of such subordinated loan shall have been approved by FINRA;” |
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Amendment of Section 2.05(g): Section 2.5(g) of the Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows: |
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“At the Closing, Buyer shall deliver to Robert Maloney an amount equal to all outstanding principal and accrued and unpaid interest (the “Maloney Loan Payoff Amount”) under that certain Demand Note, dated as of December 7, 2017, between Robert B. Maloney and WWM (the “Maloney Note”), by wire transfer of immediately available funds to an account of Robert Maloney designated in writing by Robert Maloney no later than two Business Days prior to the Closing Date, in full satisfaction of all outstanding amounts under the Maloney Note; provided, that Maloney and WWM shall have executed and delivered to the Buyer a payoff letter with respect to such amounts in form and substance reasonably satisfactory to Buyer;” |
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Amendment of Section 2.05(h): Section 2.5(h) of the Agreement as heretofore in effect is hereby amended and restated so as to read in its entirety as follows: |
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“On the date that is at least two (2) Business Days prior to the Closing, WEC shall deliver to Santanello the sum of $13,193.00, by wire transfer of immediately available funds to an account of Santanello designated in writing by Santanello no later than two (2) Business Days prior to such payment date.” |
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Effective Date of this Amendment. This Amendment shall be effective when signed by the parties hereto. |
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Reference to the Agreement. On and after the effective date of this Amendment, each reference in the Agreement to “the Agreement,” “this Agreement,” “hereunder” and “hereof” or words of like import shall refer to the Agreement as amended by this Amendment. The Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. |
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Miscellaneous. The provisions of Article IX (Miscellaneous) of the Agreement shall be deemed to apply, mutatis mutandis, to this Amendment. |
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Counterparts. This Amendment may be executed in two or more counterparts (including by facsimile or by an electronic scan delivered by electronic mail), each of which shall be deemed an original but all of which together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart. This Amendment may be executed and delivered by facsimile or by an electronic scan delivered by electronic mail. |
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
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ROBERT B. MALONEY |
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By: |
/s/ Robert B. Maloney |
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Name: Robert B. Maloney |
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Title: |
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| DANIEL SANTANELLO | |||
| By: | /s/ Daniel Santanello | ||
| Name: Daniel Santanello | |||
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| NATIONAL HOLDINGS CORPORATION | |||
| By: | /s/ Michael Mullen | ||
| Name: Michael Mullen | |||
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Title: Chairman and Chief Executive Officer |
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[Signature Page to Amendment No. 1 to Stock Purchase Agreement]