Item 8.01. Other Events.
On September 11, 2020, National Holdings Corporation (the "Company") completed
its previously announced acquisition of all of the outstanding equity interests
(collectively, the "Purchased Shares") of Financial Services International
Corporation, a Washington corporation ("FSIC"), United Advisor Services, LLC, a
New Jersey limited liability company ("UAS") and United Advisors, LLC, a New
Jersey limited liability company ("UA" and collectively with FSIC and UAS, the
"Group Companies") pursuant to the terms of a Stock Purchase Agreement, dated as
of February 7, 2020 (the "Purchase Agreement") by and among United Atlantic
Capital, LLC, a New Jersey limited liability company ("Seller"), Mark H. Penske
("MHP"), (iii) Darin Pope ("DP" and collectively with Seller and MHP, the
"Selling Parties") and (iv) the Company. The transactions contemplated by the
Purchase Agreement are collectively referred to as the "Transactions."
At the closing of the Transactions (the "Closing"), the Company acquired the
Purchased Shares for a closing payment of $3.0 million paid in cash. Under the
Purchase Agreement, the Selling Parties are entitled to additional consideration
of up to approximately $4.5 million paid in twelve equal quarterly installment
payments in cash (the "Additional Cash Purchase Price"), subject to certain
adjustments as more fully described in Item 5 of the Company's Quarterly Report
on Form 10-Q filed on February 13, 2020, which description is incorporated
herein by reference.
The foregoing descriptions of the Purchase Agreement and the Transactions do not
purport to be complete and are qualified in their entirety by reference to the
Purchase Agreement, a copy of which was filed with the Company's Quarterly
Report on Form 10-Q filed on February 13, 2020 as Exhibit 10.1 and is
incorporated herein by reference.
The representations, warranties and covenants contained in the Purchase
Agreement were made only for the purposes of the Purchase Agreement, were made
as of specific dates, were made solely for the benefit of the parties to the
Purchase Agreement and may not have been intended to be statements of fact but,
rather, as a method of allocating risk and governing the contractual rights and
relationships among the parties thereto.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses