Yunhong Green CTI Ltd. Files 8-K with Material Agreements

TL;DR

Yunhong Green CTI Ltd. filed an 8-K on March 11, 2024, reporting material agreements and corporate changes.

AI Summary

Yunhong Green CTI Ltd. filed an 8-K on March 15, 2024, reporting on events that occurred on March 11, 2024. The filing indicates an entry into a material definitive agreement, amendments to its articles of incorporation or bylaws, and the submission of financial statements and exhibits. The company, formerly known as CTI Industries Corp, is incorporated in Illinois.

Why It Matters

This 8-K filing signals significant corporate actions by Yunhong Green CTI Ltd., including new agreements and potential changes to its governing documents, which could impact its business operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates material definitive agreements and amendments to governing documents, which can introduce new risks or opportunities for the company.

Key Players & Entities

• YUNHONG GREEN CTI LTD. (company) — Registrant
• CTI INDUSTRIES CORP (company) — Former Company Name
• Illinois (location) — State of Incorporation
• March 11, 2024 (date) — Date of earliest event reported
• March 15, 2024 (date) — Filing Date

FAQ

Key Financial Figures

• $10.00 — s E Preferred"), at a purchase price of $10.00 per share, resulting in gross proceeds
• $1,300,000 — ing in gross proceeds to the Company of $1,300,000, in a private transaction exempt from t
• $1.52 — t an exercise price of the lower of (a) $1.52 per Share, or (b) the lowest daily volu
• $700,000 — ing in gross proceeds to the Company of $700,000, in a private transaction exempt from t
• $1.00 — mmon stock equivalents at a price below $1.00 per share (with customary exceptions),

Filing Documents

• form8-k.htm (8-K) — 73KB
• ex3-9.htm (EX-3.9) — 59KB
• ex3-10.htm (EX-3.10) — 59KB
• ex10-17.htm (EX-10.17) — 280KB
• ex10-18.htm (EX-10.18) — 70KB
• ex10-19.htm (EX-10.19) — 280KB
• ex10-20.htm (EX-10.20) — 69KB
• 0001493152-24-010007.txt ( ) — 1243KB
• yhgj-20240311.xsd (EX-101.SCH) — 3KB
• yhgj-20240311_lab.xml (EX-101.LAB) — 34KB
• yhgj-20240311_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 4KB

From the Filing

UNITED 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): March 11, 2024 YUNHONG GREEN CTI LTD. (Exact Name Of Registrant As Specified In Its Charter) Illinois (State or Other Jurisdiction of Incorporation) 000-23115 36-2848943 (Commission File Number) (I.R.S. Employer Identification No.) 22160 N. Pepper Road , Lake Barrington , Illinois 60010 (Address of Principal Executive Offices) (Zip Code) (847) 382-1000 (Registrant's Telephone Number, Including Area Code) Yunhong CTI Ltd. (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 ( see General Instruction A.2. below): 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, no par value per share YHGJ The Nasdaq Stock Market LLC (The Nasdaq Capital Market) Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. Stock Purchase Agreement for Series E Preferred Stock / Series E Investor Warrant On March 11, 2024, Yunhong Green CTI Ltd. (the "Company"), entered into a Stock Purchase Agreement (the "Series E Preferred SPA") with Wickbur Holdings LLC (the "Series E Investor"), pursuant to which the Company agreed to issue and sell, and the Series E Investor agreed to purchase, 130,000 shares of the Company's newly created Series E Convertible Preferred Stock ("Series E Preferred"), at a purchase price of $10.00 per share, resulting in gross proceeds to the Company of $1,300,000, in a private transaction exempt from the registration requirements of the Securities Act of 1933 (as amended, the "Securities Act") pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act and by Rule 506(b) thereunder. The Series E Preferred SPA contains customary representations, warranties, covenants, closing conditions, indemnification provisions and registration rights. The transaction provided for by the Series E Preferred SPA closed on March 11, 2024. On that date, the Company issued the Series E Investor a warrant (the "Series E Investor Warrant") to purchase up to 361,400 shares of the Company's common stock, at an exercise price of the lower of (a) $1.52 per Share, or (b) the lowest daily volume-weighted average price of the common stock during the 10 trading days prior to the date of exercise, in each case subject to customary adjustments. The Series E Investor Warrant has a three-year exercise period; provided, however, that the Company has the right to force the holder of the Series E Investor Warrant to exercise the Series E Investor Warrant if the Company simultaneously elects to force a mandatory exercise of all other warrants then outstanding and unexercised by any holder of parity stock (that is, stock with equal ranking to the Series E Preferred). The above description of the Series E Preferred SPA and the Series E Investor Warrant is a summary only and is qualified in its entirety by reference to the full text of the Series E Preferred SPA and the Series E Investor Warrant attached as Exhibits 10.17 and Exhibit 10.18 hereto, respectively. Stock Purchase Agreement for Series F Preferred Stock and Series F Investor Warrant On March 11, 2024, the Company entered into a Stock Purchase Agreement (the "Series F Preferred SPA") with Agile Wisdom International Limited (the "Series F Investor"), pursuant to which the Company agreed to issue and sell, and the Series F Investor agreed to purchase, 70,000 shares of the Company's newly created Series F Convertible Preferred Stock ("Series F Preferred"), at a purchase price of $10.00 per share, resulting in gross proceeds to the Company of $700,000, in a private transaction exempt from the registration req

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