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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): August 19, 2024
YUNHONG
GREEN CTI LTD.
(Exact
name of registrant as specified in charter)
| Illinois |
|
000-23115 |
|
36-2848943 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
22160
N. Pepper Road, Lake Barrington, IL 60010
(Address
of principal executive offices) (Zip Code)
(847)
382-1000
(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 (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 |
|
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 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
Until
April 1, 2024, Yunhong Green CTI Ltd. (“YGCTI” or the “Company”), had engaged BF Borgers CPA PC (BFB) as the
Company’s independent registered public accounting firm. The audit relationship began during December 2022 and included audits
of the financial statements and related Form 10-K filings for the periods ended December 31, 2022 and December 31, 2023. The Audit Committee
selected Wolf & Company, PC as the Company’s independent registered public accounting firm as of April 1, 2024.
On
May 3, 2024, the Company became aware that BFB had agreed to be suspended from appearing or practicing before the SEC. Because of this,
the Company may no longer use audit reports or consent from BFB in future filings. Without the 2023 audit report, the Company’s
new auditors will need to perform procedures related to 2023 balances in order to be able to perform an effective review of required
2024 filings, including the Form 10-Q for the period ended March 31, 2024. The Company is working with its new audit firm to perform
this work. Until this is completed, the Company will not be able to issue filings during 2024.
On
May 22, 2024, the Company received written notice (the “Notice”) from The Nasdaq Capital Market (“Nasdaq”) stating
that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not filed its Form 10-Q for the period
ended March 31, 2024 as required. The Notice had no immediate effect on the Nasdaq listing or trading of the Company’s common stock.
The
Notice required disclosure of this information, as well as the submission of a plan to regain compliance no later than July 22, 2024.
The Company submitted its plan to regain compliance on July 9, 2024, describing the audit work being performed and related timeline for
completion, and requesting an extension until September 27, 2024 to file all Delinquent Reports, including the Form 10-Q reports for
the periods ended March 31, 2024 and June 30, 2024. This exception request was granted by Nasdaq staff pursuant to a letter dated July
24, 2024. This letter also informed the Company that its failure to satisfy the terms of the extension would result in a delisting of
the Company’s securities, subject to the Company’s option to appeal such determination to a Hearings Panel.
On
August 19, 2024, the Company received a second written notice from Nasdaq stating that the Company had not filed its Form 10-Q for the
period ended June 30, 2024 as required. This notice had no immediate effect on the Nasdaq listing or trading of the Company’s common
stock. This notice required an update of the Company’s plan to regain compliance no later than September 3, 2024.
If
Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days from the initial Delinquent Filing,
or until November 11, 2024, in which to regain compliance. If the Nasdaq does not accept the Company’s plan, the Company would
have the opportunity to appeal the decision to a Hearings Panel.
The
Company intends to submit a timely update to its plan with the objective to restore compliance and maintain its listing.
This
summary is not intended to include all terms of the Notice, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and are
incorporated by reference into this Item 3.01.
Item
No. 9.01 – Financial Statements and Exhibits
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.
| Dated:
August 22, 2024 |
YUNHONG
CTI LTD. |
| |
|
|
| |
By:
|
/s/
Frank J. Cesario |
| |
Name: |
Frank
J. Cesario |
| |
Title: |
Chief
Executive Officer and |
| |
|
Acting
Chief Financial Officer |
Exhibit 99.1
Exhibit
99.2
Yunhong
Green CTI Ltd. Receives Non-Compliance Notification from Nasdaq Related to its Inability to file its 10-Q for the Period Ended March
31, 2024
Prior
Auditor Suspended from Practicing, Requiring Additional Work to be Performed Prior to issuing 2024 Filings
LAKE
BARRINGTON, IL, May 28, 2024 – Yunhong Green CTI Ltd. (Nasdaq: YHGJ) (“Yunhong Green CTI” or the “Company”),
a leading manufacturer of custom film products, foil and latex novelty balloons, and flexible packaging products, today announced
its receipt of a May 22, 2024
notice from The Nasdaq Capital Market indicating the
Company’s non-compliance with Listing Standard 5250(c)(1), as the Company has not filed its 10-Q for the period ended March 31,
2024 as required.
As
previously reported, BF Borgers CPA PC (BFB) was engaged as the Company’s independent registered public accounting firm until The
Audit Committee selected Wolf & Company, PC as the Company’s independent registered public accounting firm as of April 1, 2024.
On May 3, 2024, the Company became aware that BFB had agreed to be suspended from appearing or practicing before the SEC. Because of
this, the Company may no longer use audit reports or consent from BFB in future filings. Without the 2023 audit report, the Company’s
new auditors will need to perform procedures related to 2023 balances in order to be able to perform an effective review of required
2024 filings, including the Form 10-Q for the period ended March 31, 2024. The Company is working with its new audit firm to perform
this work. Until this is completed, the Company will not be able to issue filings during 2024.
The
Company must present its plan to regain compliance to Nasdaq no later than July 22, 2024, at which time the Nasdaq may grant an exception
to later than November 18, 2024. If the Nasdaq does not accept the Company’s plan to regain compliance, the Company may appeal
that decision to Hearings Panel. The Company intends to submit its plan to regain compliance no later than July 22, 2024.
About
Yunhong Green CTI Ltd.
Yunhong
Green CTI Ltd. is one of the leading manufacturers and marketers of foil balloons and produces laminated and printed films for commercial
uses. Yunhong Green CTI also distributes balloon-inspired gift items and markets its products throughout the United States and in several
other countries. For more information about our business, visit our corporate website at www.ctiindustries.com.
Company
Contact:
info@ctiindustries.com
+
1-847-382-1000
Exhibit 99.3
Exhibit 99.4
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Yunhong CTI (NASDAQ:YHGJ)
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