Item 1.01 Entry into a Material Definitive Agreement.

On May 25, 2012, the Audit Committee and the Board of Directors of Natural Alternatives International, Inc. (NAI) agreed to repurchase 30,000 shares, in the aggregate, of NAI's common stock held by Mark LeDoux, the Chairman and Chief Executive Officer of NAI, and/or his family members and affiliated entities, at a purchase price equal to 90% of the closing price of NAI's common stock as reported by Nasdaq on June 1, 2012, which date represents the third full trading day after the filing of this current report on Form 8-K. The sale of the shares by Mr. LeDoux and his affiliated entities is being undertaken primarily to fund certain distributions by the LeDoux Family Limited Partnership to its limited partners and to make certain tax related payments. Given the relatively thin trading market for NAI's stock, the Board determined the repurchase of the shares from Mr. LeDoux and his affiliated entities was in the best interest of NAI and its stockholders, particularly in view of the discounted price and the potential negative impact of repeated periodic sales on the open market. The shares to be repurchased represent a relatively small percentage of the overall shares beneficially owned by Mr. LeDoux and, following the sale, he will continue to own approximately 17% of NAI's outstanding shares.

---