NATURAL ALTERNATIVES INTERNATIONAL, INC. (NASDAQ:NAII) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On August 7, 2017, Natural Alternatives International, Inc. (“NAI”) and its wholly owned subsidiary Natural Alternatives International, Europe S.A. entered into three agreements (“Agreements”), with The Juice Plus+ Company LLC (“Juice Plus+”). The Agreements are an Exclusive Manufacturing Agreement, a Restricted Stock Award Agreement, and an Irrevocable Proxy. to the Exclusive Manufacturing Agreement Juice Plus+ has granted NAI exclusive rights to manufacture and supply Juice Plus+ with certain Juice Plus+ products within 24 countries that Juice Plus+ currently sells those products. to the Restricted Stock Award Agreement, NAI has agreed to grant 500,000 shares of NAI common stock to Juice Plus+, (the “Shares”), and Juice Plus+ has agreed the Shares are subject to certain restrictions and risk of forfeiture. to the Irrevocable Proxy, Juice Plus+ has granted to the NAI Board of Directors Juice Plus+’s right to vote the Shares as long as they are subject to the associated risk of forfeiture. The Agreements are for a term of 5 years, and may be terminated by either party only on the occurrence of specified events. A copy of the Agreements are attached hereto as Exhibits 10.45, and 10.46, and are incorporated herein.
Item .02Unregistered Sales of Equity Securities.
to the Restricted Stock Award Agreement NAI will issue 500,000 unregistered shares of its Common Stock to Juice Plus+. The Shares, and any dividends that may be paid on the Shares are subject to forfeiture in the event the Exclusive Manufacturing Agreement is terminated by NAI for cause or by Juice Plus+ without cause. The restrictions and risks of forfeiture lapse as to 100,000 of the Shares on each August 7th commencing August 7, 2018.
Item 7.01. Regulation FD Disclosure.
On August 11, 2017, the registrant issued a press release announcing its entering into the Agreements. A copy of this press release is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
The following Exhibits are filed with this Report.
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Exhibit Number |
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10.45 |
Exclusive Manufacturing Agreement |
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10.46 |
Restricted Stock Award Agreement and Irrevocable Proxy |
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99.1 |
Press release of the registrant dated August 11, 2017. |
NATURAL ALTERNATIVES INTERNATIONAL INC ExhibitEX-10.45 2 ex10-45.htm EXHIBIT 10.45 ex10-45.htm Exhibit 10.45 EXCLUSIVE MANUFACTURING AGREEMENT THIS EXCLUSIVE MANUFACTURING AGREEMENT (the “Agreement”) is entered into effective as of this 7th day of August,…To view the full exhibit click here
About NATURAL ALTERNATIVES INTERNATIONAL, INC. (NASDAQ:NAII)
Natural Alternatives International, Inc. is a formulator, manufacturer and marketer of nutritional supplements. The Company operates through three segments: private-label contract manufacturing, patent and trademark licensing, and branded products. The private-label contract manufacturing segment primarily relates to the provision of private-label contract manufacturing services to companies that market and distribute nutritional supplements and other healthcare products. The patent and trademark licensing segment primarily includes direct raw material sales and royalty income from its license and supply agreements associated with the sale and use of beta-alanine under its CarnosSyn trade name. The branded products segment relates to the marketing and distribution of branded nutritional supplements and consists primarily of the products sold under its Pathway to Healing product line.