Item 1.02 Termination of a Material Definitive Agreement

Effective as of February 25, 2021, immediately following the consummation of the Merger, the Company terminated the National Holdings Corporation 2013 Omnibus Incentive Plan.

Item 2.01 Completion of Acquisition or Disposition of Assets

As described in the Introductory Note above, on February 25, 2021, Merger Sub irrevocably accepted for payment all Shares validly tendered and not withdrawn pursuant to the Offer on or prior to the Expiration Date. On February 25, 2021, the Merger was effected pursuant to Section 251(h) of the DGCL without a vote of the Company's stockholders, with the Company continuing as the surviving corporation in the Merger. Upon the consummation of the Merger, the Company became a wholly owned subsidiary of Parent.

The aggregate consideration paid by Merger Sub in the Offer and Merger to purchase all outstanding Shares (other than the Shares owned by Parent or Merger Sub), was $24,718,700.50. Parent provided Merger Sub with the necessary funds to consummate the Offer and the Merger.

The information contained in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.




Item 3.01   Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
            Standard; Transfer of Listing

In connection with the consummation of the Merger, the Company notified The Nasdaq Capital Market ("Nasdaq") of the consummation of the Merger. Nasdaq is expected to (i) suspend trading of the Shares and the warrants to purchase Shares (the "Warrants") effective prior to the open of trading on February 26, 2021 and (ii) file with the SEC a Notification of Removal from Listing and/or Registration on Form 25 to delist and deregister the Shares and the Warrants under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Additionally, the Company intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 under the Exchange Act, requesting that the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act be suspended and the Shares and the Warrants be deregistered under Section 12(g) of the Exchange Act, at the time such filing is permitted under SEC rules.

Item 3.03 Material Modification to Rights of Security Holders

The information contained in the Introductory Note and Items 1.02, 2.01 and 3.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01 Changes in Control of Registrant

As a result of the Offer and the Merger, a change in control of the Company occurred. Upon the Effective Time, the Company became a wholly owned subsidiary of Parent. The information contained in the Introductory Note and Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.




Item 5.02   Departure of Directors or Certain Officers; Election of Directors;
            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers

Upon completion of the Merger on February 25, 2021, Bryant Riley and Daniel Shribman became the members of the Company's board of directors. Accordingly, each of Robert B. Fagenson, Michael E. Singer, Barbara Creagh, Jeff Gary, Daniel Hume, and Michael A. Mullen ceased serving as members of the Company's board of directors at the Effective Time. These departures were solely in connection with the Merger and not a result of any disagreement with the Company, its management or its board of directors.

Item 9.01 Financial Statements and Exhibits.






(d)                 Exhibits



Exhibit
Number                             Description of Exhibit

2.1          Agreement and Plan of Merger, dated January 10, 2021, by and among
           Parent, Merger Sub and the Company (incorporated by reference to
           Exhibit 2.1 to the Current Report on Form 8-K filed by the Company
           with the SEC on January 11, 2021).

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