naii20250701_8k.htm
false 0000787253 0000787253 2025-06-27 2025-06-27
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 27, 2025
 
NATURAL ALTERNATIVES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  000-15701
 
Delaware
84-1007839
(State or other jurisdiction of
(IRS Employer
incorporation)
Identification No.)
 
 
1535 Faraday Avenue, Carlsbad, CA 92008
(Address of principal executive offices, including zip code)
 
760-736-7700
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
Securities registered pursuant to Section 12(b) of the Exchange Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common
NAII
NASDAQ
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 
 
 
 
ITEM 5.02         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
The Employment Agreement dated October 1, 2015, as most recently amended July 1, 2021, by and between Natural Alternatives International, Inc. and Michael E. Fortin, the Company’s Chief Financial Officer, was amended to reflect an increased annual base salary of $365,000 effective July 1, 2025.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(d) Exhibits.
 
 
10.68
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
-2-
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
  Natural Alternatives International, Inc.  
  a Delaware corporation  
         
         
         
Dated: July 1, 2025 By:   /s/ Kenneth E. Wolf, President  
      Kenneth E. Wolf, President  
 
 

Exhibit 10.68

 

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

 

This Fifth Amendment (“Amendment”) to the Employment Agreement by and between Natural Alternatives International, Inc., a Delaware corporation (“Company”), and Michael E. Fortin (“Employee”), dated effective as of October 1, 2015, and previously amended on September 1, 2016, September 20, 2018, July 1, 2019, and July 1, 2021 (“Agreement”), is made and entered into effective as of July 1, 2025. Unless otherwise defined herein, capitalized terms shall have the meanings given them in the Agreement.

 

1.          Section 4. a. of the Agreement is hereby amended to increase Employee’s base salary to Three Hundred Sixty Five Thousand dollars ($365,000) per year commencing July 1, 2025.

 

Except as set forth herein, all other terms and conditions of the Agreement as amended to date shall remain in full force and effect.

 

 

IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective on July 1, 2025.

 

 

EMPLOYEE

 

 

 

/s/  
Michael E. Fortin  

 

 

COMPANY

 

Natural Alternatives International, Inc.,

a Delaware corporation

 

 

 

/s/  
Kenneth E. Wolf, President