Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On September 5, 2020, Nassos Michas notified National Holdings Corporation (the
"Company") of his decision to resign as a member of the Board of Directors of
the Company (the "Board"), effective as of September 5, 2020.
Mr. Michas was an independent director of the Company, and as a result of his
resignation, as of September 5, 2020, the Company no longer complied with the
majority independent director requirement for continued listing on The Nasdaq
Capital Market, as set forth in Listing Rule 5605(b)(1) (the "Majority
Independence Rule").
On September 9, 2020, the Company notified The Nasdaq Stock Market LLC
("Nasdaq") of Mr. Michas's resignation from the Board and the Company's
resulting non-compliance with the Majority Independence Rule. On September 10,
2020, the Company received written notice (the "Notice") from Nasdaq
acknowledging the Company's non-compliance with the Majority Independence Rule.
The Notice does not result in the immediate delisting of the Company's common
stock from The Nasdaq Capital Market.
In accordance with the Majority Independence Rule, the Company has until the
earlier of its next annual meeting of stockholders or September 7, 2021 to
regain compliance with the Majority Independence Rule, provided, however, that
if the Company's next annual meeting of stockholders is held on or before March
8, 2021, the Company shall have until March 8, 2021 to regain compliance with
the Majority Independence Rule (the "Cure Period").
The Board intends to identify a suitable replacement candidate for Mr. Michas's
position on the Board and to regain compliance with the Majority Independence
Rule prior to the expiration of the applicable Cure Period.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 5, 2020, Nassos Michas notified the Company of his decision to
resign as a member of the Board, effective as of September 5, 2020. With his
resignation, Mr. Michas also resigned as a member of the Company's Compensation
Committee and as a member of the Company's Nominating and Corporate Governance
Committee. There were no disagreements between Mr. Michas and the Company or any
officer or director of the Company which led to Mr. Michas's resignation.
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