Amendment to Articles of Incorporation or

The Board of Directors of Natural Health Trends Corp. amended the Amended and Restated Bylaws of the Company (Bylaws) on February 6, 2020 to (1) conform Sections 3.9 and 6.2 of the Bylaws addressing the terms under which a director or stockholder of the Company may waive notice of a meeting to the terms of the Delaware General Corporation Law (by deleting the notice waiver provisions from Section 3.9 and referencing the Delaware General Corporation Law in Section 6.2) and (2) modify the forum selection clause set forth in Section 10.7 of the Bylaws to expressly provide that if the Delaware Court of Chancery does not have jurisdiction over certain specified types of actions or proceedings, then the federal district court for the District of Delaware shall have such jurisdiction.

The f oregoing summary of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the Second Amendment to the Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.1.

Item 9.01

Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.

Description

3.1

Second Amendment to the Amended and Restated Bylaws of Natural Health Trends Corp.

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: February 10, 2020

NATURAL HEALTH TRENDS CORP.

By:

/s/ Timothy S. Davidson

Timothy S. Davidson

Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

3.1

Second Amendment to the Amended and Restated Bylaws of Natural Health Trends Corp.




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