Item 8.01. Other Events.

National Holdings Corporation (the "Company") confirmed that it has received a letter from B. Riley Financial, Inc. ("B. Riley") in the form attached as Exhibit 99.1. The Company also announced that the Company's Board of Directors formed a Special Committee of non-executive, independent directors to review the B. Riley proposal. The Company does not anticipate having any further comment unless and until a definitive agreement is reached.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

The following exhibits are furnished herewith:





Exhibit
Number      Description

99.1          Letter to the Company's Board of Directors, dated as of April 30, 2020.





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 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.

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