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 30, 2009
NATIONAL
HOLDINGS CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
001-12629
(Commission
File Number)
|
36-4128138
(I.R.S.
Employer
Identification
No.)
|
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.
Extension of Purchase
Agreement
On April 8, 2009, National Holdings
Corporation (the “Company” “we” or “us”) entered into a definitive Securities
Purchase Agreement (the “Purchase Agreement”), with Fund.Com, Inc., a Delaware
corporation (the “Investor”) as previously reported on our Current Report on
Form 8-K, as filed with the SEC on April 10, 2009. On May 5, 2009, we
entered into Amendment No. 1 to the Purchase Agreement which provides that the
closing date of the transaction will be extended to May 29, 2009, subject to
receipt by the Company of a good faith deposit from the Investor by May 11, 2009
in the amount of $200,000 for the payment of professional
fees. Pursuant to the terms of the Purchase Agreement, on April 30,
2009 we issued to the Investor 666,666 shares of our common
stock. See Item 3.02 below.
Forbearance
Agreements
On
February 25, 2009, the Company entered into a forbearance agreement with Bedford
Oak Partners, L.P. (“Bedford Oak”) as previously reported on our Current Report
on Form 8-K, as filed with the SEC on March 2, 2009. On May 6, 2009, we entered
into Amendment No. 1 to the Agreement which provides that Bedford Oak will not
exercise any of its rights under its 10% non-convertible promissory note until
May 12, 2009.
On
February 25, 2009, the Company entered into a forbearance agreement with
Christopher C. Dewey, as previously reported on our Current Report on Form 8-K,
as filed with the SEC on March 2, 2009. On May 6, 2009 we entered
into Amendment No. 1 to the Agreement which provides that Mr. Dewey agreed will
not exercise any of its rights under its 10% non-convertible promissory note
until May 12, 2009.
Christopher
Dewey is a member of the Company’s board of directors.
In
connection with the Purchase Agreement, 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”). Pursuant to its
terms, on April 30, 2009 the Note automatically converted into
666,666 shares of our common stock based on a $.75 per common share
price.
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.
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.
|
|
NATIONAL
HOLDINGS CORPORATION
|
|
|
By:
|
/S/ MARK
GOLDWASSER
|
|
|
|
Mark
Goldwasser
|
|
|
|
Chief
Executive Officer
|
3