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: April 6, 2009
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
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001-12629
(Commission
File Number)
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36-4128138
(I.R.S.
Employer
Identification
No.)
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120
Broadway, 27th Floor,
New York, NY 10271
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (212) 417-8000
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:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[ ]
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01 Entry
into a Material Definitive Agreement.
On April
9, 2009, National Holdings Corporation (the “Company”, “we” or “us”) announced
that it entered into a definitive Securities Purchase Agreement (the “Purchase
Agreement”), with Fund.Com, Inc., a Delaware corporation (the “Investor”)
whereby the Investor has agreed to provide $5 million in preferred stock
financing (the “Financing”).
Under the terms of the Purchase
Agreement, the Investor has agreed to purchase an aggregate of 5,000 shares of
our to be created Series C Convertible Preferred Stock, par value $0.01 per
share (the “Series C Preferred Stock”) at a purchase price of $1,000.00 per
share, and warrants to purchase an aggregate of 25,333,333 shares of common
stock (on an as-exercised basis) with an exercise price of $0.75 per
share. In connection with the Financing, the Investor provided
us with an initial investment tranche of $500,000, as evidenced by the Company’s
limited recourse promissory note, dated April 8, 2009 (the “Note”), which Note
shall automatically convert into shares of Series C Preferred Stock upon
consummation of the Financing or, if the Investor is unable to close, into
shares of common stock also based on a $.75 per common share
price. The Closing of the Financing is subject to various and
customary closing conditions and is expected to close on or prior to April 30,
2009.
A copy of the press release that we
issued regarding the signing of the Purchase Agreement is attached hereto as
Exhibit 99.1, and is also incorporated herein by reference.
Limited Recourse Promissory
Note
The first tranche of the Financing has
been funded pursuant to the Note. In the event that the Financing is
not consummated on or prior to April 30, 2009, the Note shall automatically
convert into 666,666 shares of common stock at a conversion price of $0.75 per
share.
Forbearance
with St. Cloud
On
February 24, 2009, we entered into a forbearance agreement (the “Agreement”)
with St. Cloud Capital Partners, L.P. (“St. Cloud”), as previously reported on
our Current Report on Form 8-K, as filed with the SEC on March 2,
2009. On April 6, 2009, we entered into Amendment No. 1 to the
Agreement which provides that St. Cloud will not exercise any of its rights
under its 10% non-convertible promissory note so long as the remaining principal
amount of $50,000 is paid on or before the close of business on April 30,
2009.
On March
31, 2008 and June 30, 2008, the Company completed financings with St. Cloud
Capital Partners II, L.P. (“St. Cloud II”), each in the amount of $3,000,000,
whereby we sold to St. Cloud II, 10% convertible promissory notes (collectively,
the “Notes”) in the aggregate principal amount of $6,000,000 and warrants to
purchase an aggregate 843,750 shares of the Company’s common
stock. Accrued interest on the Notes is due and payable quarterly,
subject to five business day grace period. On April 6, 2009 we
entered into a forbearance agreement with St. Cloud II with respect to the March
31, 2009 interest payment of $147,945.20 which provides that St. Cloud II will
not exercise any of its rights under the Notes so long as the March 31st
interest payment is paid on or before the close of business on April 30,
2009.
Marshall
S. Geller, the Co-Founder and Senior Managing Partner of St. Cloud and St. Cloud
II, and Robert Lautz, a Managing Director of St. Cloud and St. Cloud II, are
each members of the Company’s board of directors.
Item 2.03
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
The
information set forth in Item 1.01 hereof is incorporated herein by
reference.
The
issuance and sale of the securities in the Financing is exempt from registration
under the Securities Act of 1933 pursuant to Regulation D and Rule 506
promulgated thereunder. We have furnished certain information to the Investor as
required by Regulation D, and the Investor has provided certain
representations to us evidencing that it is an “accredited investor” as defined
in Regulation D. We have not engaged in general solicitation or advertising
with regard to the private placement and have not offered securities to the
public in connection with the private placement.
Item
7.01. Regulation FD
Disclosure
On April 9, 2009, the Company issued a
press release announcing the signing of the Purchase Agreement. A
copy of the press release is filed as an exhibit herewith.
Exhibit
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10.26
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Amendment
No. 1 to Forbearance Agreement, dated as of April 6, 2009, by
and between
National Holdings Corporation and St. Cloud Capital Partners,
L.P.
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10.27
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Forbearance
Agreement, dated as of April 6, 2009, by and between
National Holdings
Corporation and St. Cloud Capital Partners II,
L.P.
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99.1
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Press
Release dated April 9, 2009.
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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 thereunto
duly authorized.
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NATIONAL
HOLDINGS CORPORATION
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By:
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/S/ MARK
GOLDWASSER
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Mark
Goldwasser
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Chief
Executive Officer
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