UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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 December 18, 2025, Northern Technologies International Corporation (“NTIC”) and JPMorgan Chase Bank, N.A. (“JPM”) entered into a Note Modification Agreement pursuant to which NTIC and JPM modified that certain Line of Credit Note dated as of July 8, 2025 in the principal amount of $10.0 million issued by NTIC to JPM to change the maturity date from January 5, 2026 to February 5, 2027. All other material terms of the Line of Credit Note remain the same.
The foregoing represents only a summary of the material terms of the Note Modification Agreement, does not purport to be complete and is qualified in its entirety by reference to the complete text of the Note Modification Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Note Modification Agreement dated as of December 17, 2025 between Northern Technologies International Corporation and JPMorgan Chase Bank, N.A. (filed herewith) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | ||
| Date: December 18, 2025 | ||