National Holdings Corporation (NASDAQ:NHLD) Files An 8-K Entry into a Material Definitive Agreement

Item1.01Entry into a Material Definitive Agreement.

Asset Purchase Agreement

On March 10, 2017, National Holdings Corporation (the Company)
entered into an Asset Purchase Agreement (the Purchase Agreement)
with The Williams Financial Group, Inc., WFG Investments, Inc.,
WFG Advisors, LP, WFG Strategic Alliance, Inc., Advisory
Marketing Services, LLC, and WFG Management Services, Inc.
(Sellers), providing for the purchase and sale of certain
specified properties and assets of the Sellers as set forth in
the Purchase Agreement, for an aggregate amount (the Purchase
Price) comprised of: (a) $2,300,000.00 at closing, at least
$1,000,000.00 of which (the Minimum Cash Payment) shall be
payable in immediately available funds, and (b) contingent
payments, if any, payable in accordance with an earnout, and
other performance-based payments as further described in the
Purchase Agreement. Except for the Minimum Cash Payment, all
payments of the Purchase Price (whether paid at the closing or
after) may consist in whole or in part of cash or shares of the
Companys common stock, at the Companys sole discretion.

The above description of the Purchase Agreement is a summary only
and is qualified in its entirety by reference to the copy of the
Purchase Agreement attached hereto as Exhibit 10.1, which is
incorporated herein by reference. A copy of the press release
related to the announcement of the transaction is being furnished
as Exhibit99.1 to this report.

Item 9.01Financial Statements and Exhibits.

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About National Holdings Corporation (NASDAQ:NHLD)

National Holdings Corporation (National) is a holding company. The Company’s segments include brokerage and advisory services, tax and accounting services, and corporate. Its brokerage and advisory services segment includes broker-dealer and investment advisory services, sale of insurance products and licensed mortgage brokerage services provided by the Broker-Dealer Subsidiaries, National Asset Management, Inc., National Insurance Corporation, Prime Financial Services and GC Capital Corporation. Its tax and accounting services segment includes tax preparation and accounting services provided by Gilman Ciocia, Inc. The Company, through its subsidiaries, provides various financial services. Through National’s broker-dealer and investment advisory subsidiaries, it offers retail brokerage to individual and institutional clients; provide investment banking, merger and acquisition and advisory services to micro, small and mid-cap companies and is engaged in trading securities.

National Holdings Corporation (NASDAQ:NHLD) Recent Trading Information

National Holdings Corporation (NASDAQ:NHLD) closed its last trading session down -0.05 at 3.10 with 70,502 shares trading hands.