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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): July 7, 2021

___________________

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware | 001-11038 | 41-0857886
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)
4201 Woodland Road P.O. Box 69 Circle Pines, Minnesota | 55014
(Address of principal executive offices) | (Zip Code)

(763) 225-6600

(Registrant’s telephone number, including area code)

Not Applicable

(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 Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common stock, par value $0.02 per share | NTIC | Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 1.01. | Entry into a Material Definitive Agreement.

On July 7, 2021, NTIC (Shanghai) Co., Ltd. (“NTIC China”), a wholly-owned subsidiary of Northern Technologies International Corporation (the “Company”), entered into a Real Estate Purchase and Sales Contract (the “Real Estate Agreement”) with Shanghai FASTO Investment Group Limited Company (the “Seller”), pursuant to which NTIC China has agreed to acquire an approximately 1,950 square meter industrial building and the right to use certain real estate in the Qingpu District of Shanghai, China (the “Property”) for a purchase price of approximately RMB 32.6 million yuan (approximately USD $5.1 million), not including approximately RMB 10 million yuan (approximately USD $1.6 million) in anticipated renovation, equipment, transaction and other costs and expenses. The Property will be used as NTIC China’s new corporate headquarters. The purchase price will be funded with the Company’s cash on hand.

The foregoing description of the Real Estate Agreement is only a summary of the material terms and does not purport to be a complete description of the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the Real Estate Agreement which is filed as Exhibit 10.1 to this Current Report on Form 8-K and an unofficial English summary of the Real Estate Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K.

| Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. | Description
10.1 | Real Estate Purchase and Sales Contract dated July 7, 2021 between NTIC (Shanghai) Co., Ltd. and Shanghai FASTO Investment Group Limited Company (Official Chinese Version)
10.2 | Unofficial English Summary of Real Estate Purchase and Sales Contract dated July 7, 2021 between NTIC (Shanghai) Co., Ltd. and Shanghai FASTO Investment Group Limited Company
104 | The cover page from this current report on Form 8-K, formatted in Inline XBRL

SIGNATURE

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.

| NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
| By: | /s/ Matthew C. Wolsfeld
|  | Matthew C. Wolsfeld
|  | Chief Financial Officer and Corporate Secretary