B. Riley Financial Enters a Definitive Agreement to Purchase Fortress Biotech’s Stake in National Holdings Corporation

NEW YORK, NY, November 19, 2018 – National Holdings Corporation (NASDAQ: NHLD) (“National” or the “Company”), a leading full-service independent brokerage, investment banking, trading, insurance, accounting and asset management firm, today announced that B. Riley Financial, Inc. (NASDAQ: RILY) (“B. Riley”), through a wholly owned subsidiary, has entered into an agreement to acquire Fortress Biotech, Inc.’s (NASDAQ: FBIO) (“Fortress”) majority stake in National. Under the terms of the agreement, B. Riley will purchase 7,037,482 shares of National from Fortress, a biopharmaceutical company dedicated to acquiring, developing and commercializing novel pharmaceutical and biotechnology products. 3,010,054 shares were purchased on November 16, 2018, at $3.25 per share, with the remaining 4,027,428 shares to be purchased at the same $3.25 per-share price following FINRA approval, for an aggregate purchase price totaling approximately $22.9 million.

In connection with the transaction, National and B. Riley entered into a definitive agreement that includes a three year (3 year) standstill by B. Riley, the grant of Board observer rights to B. Riley and the grant of pro-rata participation rights to B. Riley for certain future equity financings by National that are made at a price of $3.25 per share or less.

Michael Mullen, Chairman and Chief Executive Officer of National stated, “I am personally grateful for the support Fortress has given our organization over the years. Their support allowed our management team to focus on solidifying our foundation with investments in technology and enterprise risk management and build what we believe is a best-in-class solutions platform designed to help our advisors and financial professionals best meet their clients’ investment needs and financial objectives. With a strong foundation National was able to produce record levels of revenue across numerous sectors and I am proud of all that has been accomplished over the past two years.”

Mr. Mullen continued, “We are excited to begin this next chapter with B. Riley as our largest shareholder. I am appreciative of the recognition Bryant Riley and his team have shown regarding our hard work and overall accomplishments. I have personally known Bryant Riley for a number of years and have admired the organization he and his team have built. My team and I are appreciative of the confidence Bryant has placed in us, and we look forward to working hard to reward that faith with continued performance.”

Bryant Riley, Chairman and co-Chief Executive Officer of B. Riley Financial stated, “The opportunity to strategically invest in a growing business, below book value and near cash value, is in my view, an excellent investment for our stakeholders. National’s meaningful financial services platform includes over 700 registered advisors and tax professionals, servicing over 90,000 customer accounts and manages in excess of $12 billion of client’s assets, which I believe positions the company very well for success. Mr. Riley continued, “Additionally, National has a growing investment banking business and strong distribution capabilities that we believe complements our own banking capabilities and we look forward to partnering with them on future transactions.”

About National Holdings Corporation

National Holdings Corporation (NASDAQ: NHLD) is a full-service investment banking and asset management firm that, through its affiliates, provides a range of services, including independent retail brokerage and advisory services, investment banking, institutional sales and trading, equity research, financial planning, market making, tax preparation and insurance, to corporations, institutions, high net-worth and retail investors. With over 1,000 advisors, registered reps, traders, sales associates and corporate staff, National Holdings operates through various subsidiaries including National Securities Corporation, National Asset Management, Inc., National Insurance Corporation, Gilman Ciocia, Inc. and GC Capital Corporation. Formed as a holding company in 1996, National Holdings’ largest subsidiary National Securities Corporation has been in business since 1947. National Holdings is headquartered in New York and Florida. For more information, visit  www.nhld.com.



This press release may contain certain forward-looking statements. Any such statements, other than statements of historical fact, are based on management’s current expectations, estimates, projections, beliefs and assumptions about National Holdings, Inc., its current and prospective portfolio investments, and its industry. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors, some of which are beyond National Holdings, Inc.’s control, difficult to predict and could cause actual results to differ materially from those expected or forecasted in such forward-looking statements. Actual developments and results are likely to vary materially from these estimates and projections as a result of a number of factors, including those described from time to time in National Holdings, Inc.’s filings with the Securities and Exchange Commission. Such statements speak only as of the time when made, and National undertakes no obligation to update any such forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.