National Holdings Corporation (NHLD)

[illegal_alias]

Form 8 - Merger

Item 1.01. Entry into a Material Definitive Agreement.

Merger Agreement

On April 27, 2016, Fortress Biotech, Inc. (“Fortress”), FBIO Acquisition, Inc., a Delaware corporation and wholly owned subsidiary of Fortress (“Acquisition Sub”), and National Holdings Corporation, a Delaware corporation (“NHLD”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) providing for the acquisition of NHLD by Acquisition Sub.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions described therein, Fortress has agreed to cause Acquisition Sub to commence a tender offer (the “Offer”) as promptly as practicable and in no event later than 30 days after the date the Financial Industry Regulatory Authority (“FINRA”) declares the application required under NASD Rule 1017 regarding the potential change of control of the broker-dealer subsidiaries of NHLD as substantially complete, for all of the issued and outstanding shares of NHLD’s common stock, par value $0.02 per share (the “Shares”), at a purchase price of $3.25 per share in cash, net to the seller in cash but subject to any required withholding of taxes (the “Offer Price”).