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Published on 4/9/2009 in the Prospect News PIPE Daily.

New Issue: National Holdings to raise $5 million from preferreds sale

By Devika Patel

Knoxville, Tenn., April 9 - National Holdings Corp. said it will raise $5 million in a private placement of its series C preferred stock with Fund.com Inc.

The company will sell 5,000 preferreds at $1,000.00 apiece.

The initial investment will take the form of a $500,000 promissory note that will convert into the preferreds upon completion of the financing. If the financing does not settle, the note will convert into common stock, based on a per-share price of $0.75.

Fund.com will also receive 25,333,333 warrants, which are exercisable at $0.75.

New York-based National Holdings is a holding company for National Securities Corp., National Insurance Corp. and National Holdings Mortgage Corp.

Issuer:National Holdings Corp.
Issue:Series C preferred stock
Amount:$5 million
Shares:5,000
Price:$1,000.00
Warrants:25,333,333 warrants
Warrant strike price:$0.75
Investor:Fund.com Inc.
Pricing date:April 9
Stock symbol:OTCBB: NHLD
Stock price:$0.60 at close April 8
Market capitalization:$10.51 million

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