National Holdings Corp. (OTCBB:NHLD) announced a private placement of 33,333,333 shares at $0.30 per share for gross proceeds of $10,000,000 on January 24, 2013. The company will not pay any finder's fee or broker fees in the recapitalization transaction.

The company will issue 28,984,921 shares for gross proceeds of $8,695,000 in the first tranche. The first tranche is expected to close on January 25, 2013. James Kaplan of Troutman Sanders LLP will serve as legal advisor to the company.

The securities will be issued pursuant to Regulation D. The agreement has been signed by different investors at different point of time.