Monteverde & Associates PC and Kahn Swick & Foti LLC Announce Proposed Settlement of Class Action on Behalf of All Former Owners of National Holdings Corporation Common Stock

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Monteverde & Associates PC and Kahn Swick & Foti LLC Announce Proposed Settlement of Class Action on Behalf of All Former Owners of National Holdings Corporation Common Stock

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NEW YORK, Aug. 19, 2026 /PRNewswire/ -- 

Monteverde & Associates PC Logo

SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS ACTION AND
PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO: ANY AND ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF NATIONAL HOLDINGS CORPORATION WHO HELD OR OWNED SUCH STOCK AT ANY TIME DURING THE PERIOD BEGINNING ON AND INCLUDING FEBRUARY 9, 2021 THROUGH AND INCLUDING THE DATE OF CONSUMMATION OF THE MERGER (FEBRUARY 25, 2021), AND WHO HAD THEIR SHARES EXCHANGED FOR $3.25 IN CASH PER SHARE IN THE MERGER TENDER OFFER, INCLUDING ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS-IN-INTEREST, SUCCESSORS, PREDECESSORS-IN-INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, ESTATES, HEIRS, ASSIGNS AND TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM, TOGETHER WITH THEIR PREDECESSORS-IN-INTEREST, PREDECESSORS, SUCCESSORS-IN-INTEREST, SUCCESSORS, TRANSFEREES, AND ASSIGNS.

The purpose of this Notice is to inform you of the Settlement reached in connection with the putative class action lawsuit captioned Nancy Frank, as Trustee of The Frank Trust, on Behalf of Herself and All Others Similarly Situated v. Michael Mullen, pending in the Court of Chancery of the State of Delaware, Civil Action Number 2023-0381-MTZ (the "Action") and the hearing to be held by the Court of Chancery ("Court") in connection with the proposed Settlement.

The hearing will be held by the Court at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom (in the discretion of the Court), on November 16, 2026, at 11:00 a.m. (the "Settlement Hearing") for the purposes of determining, among other things:

(a) whether the Action may be finally maintained as a non-opt out class action and whether the Class should be finally certified, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2);

(b) whether Plaintiff The Frank Trust, as successor-in-interest to Richard Frank and by and through its duly authorized trustee (the "Plaintiff") may be finally appointed as Class Representative and Monteverde & Associates PC and Kahn Swick & Foti, LLC finally appointed as Class Counsel, and whether the Plaintiff and Class Counsel have adequately represented the interests of the Class;

(c) whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court;

(d) whether the Order and Final Judgment should be entered dismissing the Action against Defendant with prejudice and releasing all Released Plaintiff's Claims against Defendant and the Released Defendant Parties;

(e) whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; and

(f) whether the application by Class Counsel for an award of attorneys' fees and expenses for Plaintiff's Counsel and any incentive award should be approved; and

(g) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application for an award of attorneys' fees and expenses.[1]

IF YOU HELD NATIONAL HOLDINGS CORPORATION COMMON STOCK BEGINNING ON AND INCLUDING FEBRUARY 9, 2021 THROUGH AND INCLUDING THE DATE OF CONSUMMATION OF THE MERGER (FEBRUARY 25, 2021) (THE "CLASS PERIOD"), YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION, INCLUDING THE RELEASE AND EXTINGUISHMENT OF CLAIMS YOU MAY POSSESS RELATING TO YOUR PURCHASE OR OWNERSHIP OF NATIONAL HOLDINGS CORPORATION COMMON STOCK DURING THE CLASS PERIOD. If you have not received a detailed Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear ("Notice"), you may obtain copies by writing to Frank, et al. v. Michael Mullen c/o RG/2 Claims Administration, LLC P.O. Box 59479 Philadelphia, PA 19102-9479 (866) 742-4955, or on the Internet at www.rg2claims.com/national.html.

Any Class Member who objects to the Stipulation, the Settlement, the class action determination, the Judgment to be entered in the Action, Class Counsel's application for attorneys' fees and expenses on behalf of Plaintiff's Counsel, or the application for an incentive award ("Objector"), or who otherwise wishes to be heard, may appear in person or by such Class Member's attorney at the Settlement Hearing and present evidence or argument that may be proper and relevant; provided, however, that, except for good cause shown or as the Court otherwise directs, no Objector shall be heard and no papers, briefs, pleadings, or other documents submitted by any Person shall be considered by the Court unless, not later than November 2, 2026 (fourteen (14) calendar days prior to the Settlement Hearing), such Objector files with the Register in Chancery, Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, and serves upon counsel (listed below) a written objection ("Objection"). Any Objection must: (i) identify the case name and civil action number, "Nancy Frank, as Trustee of The Frank Trust, on Behalf of Herself and All Others Similarly Situated v. Michael Mullen, C.A. No. 2023-0381-MTZ"; (ii) state the name, address, and telephone number of the Objector and, if represented by counsel, the name, address, and telephone number of the Objector's counsel; (iii) be signed by the Objector; (iv) contain a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the Objector wishes to bring to the Court's attention, and, if the Objector has indicated that he, she, or it intends to appear at the Settlement Hearing, the identity of any witnesses the Objector may call to testify and any exhibits the Objector intends to introduce into evidence at the hearing; and (v) include documentation sufficient to prove that the Objector is a member of the Class. Documentation establishing that an Objector is a member of the Class must consist of copies of monthly brokerage account statements or an authorized statement from the Objector's broker containing the transactional and holding information found in an account statement.

MONTEVERDE & ASSOCIATES PC

Juan E. Monteverde

350 Fifth Avenue, Suite 4740

New York, NY 10118

Tel.: (212) 971-1341

jmonteverde@monteverdelaw.com

 

Class Counsel

 

KAHN SWICK & FOTI, LLC

Michael Palestina

1100 Poydras Street, Suite 960

New Orleans, LA 70163

Tel.: (504) 455-1400

michael.palestina@ksfcounsel.com

 

Class Counsel

RICHARDS LAYTON & FINGER, P.A.

Raymond J. DiCamillo (#3188)

Sandy Xu (#6966)

One Rodney Square

920 North King Street

Wilmington, DE 19801

Tel.: (302) 651-7700

dicamillo@rlf.com

xu@rlf.com

 

Attorneys for Defendant Michael Mullen

SULLIVAN & CROMWELL LLP

Adam S. Paris

Emily D. Olsen

1888 Century Park East, 21st Floor,

Los Angeles, CA 90067

Tel.: (310) 712-6600

parisa@sullcrom.com

olsenem@sullcrom.com

 

Attorneys for Defendant Michael Mullen

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE. If you have any questions about the Settlement, you may contact Monteverde & Associates PC or Kahn Swick & Foti, LLC, at the address listed above.

Dated: July 27 2026

BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE

1 Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Settlement, Compromise and Release Between Plaintiff and Defendant, dated June 10, 2026 (together with all Exhibits thereto) (the "Stipulation"). A copy of the Stipulation is available at www.rg2claims.com/national.html.

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SOURCE Monteverde & Associates PC