Entry Into a Material Definitive

.

Further to the stock repurchase program first announced by Natural Health Trends Corp. (the Company) on July 28, 2015, and later amended on January 12, 2016, (the Program), the Companys Board of Directors recently authorized the Company to proceed with the purchase of up to $8.0 million in shares of common stock under the Program (the Current Repurchase).

As part of the Current Repurchase, the Company entered into a Stock Repurchase Agreement (the Stock Repurchase Agreement) with The George K. Broady 2012 Irrevocable Trust (Broady Trust) on May 17, 2019. The Broady Trust is a major stockholder of the Company and George K. Broady, who is a member of the Companys Board of Directors, is the trustee and a beneficiary of the Broady Trust. The Stock Repurchase Agreement, which the Company and the Broady Trust entered into in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, provides for the Companys purchase from the Broady Trust of a percentage of the number of shares of common stock purchased by the Companys broker in the open market under the Current Repurchase.

As a part of Current Repurchase, the Company has also entered into a Rule 10b5-1 Issuer Repurchase Plan with its broker (the Purchase Plan) under which the Companys broker is authorized to purchase shares of the Companys common stock in the open market in accordance with Rule 10b-18 under the Securities Exchange Act of 1934. The Stock Repurchase Agreement with the Broady Trust requires that the Company report to the Broady Trust on a weekly basis information regarding the brokers open market purchases, and that the Company purchase from the Broady Trust 0.4105 of the number of shares purchased by the Companys broker in the open market, which shares shall be purchased on a weekly basis from the Broady Trust at a per share purchase price equal to the weighted average price per share paid by the Companys broker to purchase shares in the open market.

Prior to commencing the Current Repurchase, $32.0 million of the $70.0 million authorized for expenditure under the Program remained available for future purchases, inclusive of related estimated income tax. Although the Company has reserved the right to discontinue the Program at any time, assuming the expenditure of $8.0 million in the Current Repurchase, $24.0 million will then remain available for future purchases under the Program, inclusive of related estimated income tax.

This report contains forward-looking statements within the meaning of Section 21E of the Exchange Act. Such forward-looking statements speak only as of the date of this report and the Company undertakes no obligation to publicly update or revise any forward-looking statement, except as required by law. It is cautioned that such forward-looking statements are based on assumptions that may not be realized and involve uncertainties that could cause actual results to differ materially from such forward-looking statements.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

10.1

Stock Repurchase Agreement dated May 17, 2019 by and between Natural Health Trends Corp. and The George K. Broady 2012 Irrevocable Trust.

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.

Date: May 17, 2019

NATURAL HEALTH TRENDS CORP.

By:

/s/ Timothy S. Davidson

Timothy S. Davidson

Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number

Description

10.1

Stock Repurchase Agreement dated May 17, 2019 by and between Natural Health Trends Corp. and The George K. Broady 2012 Irrevocable Trust.



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