0001437749-20-007797.txt : 20200415 0001437749-20-007797.hdr.sgml : 20200415 20200415200931 ACCESSION NUMBER: 0001437749-20-007797 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200413 FILED AS OF DATE: 20200415 DATE AS OF CHANGE: 20200415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LF International Pte. Ltd. CENTRAL INDEX KEY: 0001794579 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23115 FILM NUMBER: 20794863 BUSINESS ADDRESS: STREET 1: 4 19/F, 126 ZHONG BEI CITY: WUCHANG DISTRICT STATE: F4 ZIP: 430061 BUSINESS PHONE: 8613145555555 MAIL ADDRESS: STREET 1: 4 19/F, 126 ZHONG BEI CITY: WUCHANG DISTRICT STATE: F4 ZIP: 430061 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Yunhong CTI Ltd. CENTRAL INDEX KEY: 0001042187 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 362848943 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 22160 N PEPPER RD CITY: BARRINGTON STATE: IL ZIP: 60010 BUSINESS PHONE: 8473821000 MAIL ADDRESS: STREET 1: 22160 N PEPPER RD CITY: BARRINGTON STATE: IL ZIP: 60010 FORMER COMPANY: FORMER CONFORMED NAME: CTI INDUSTRIES CORP DATE OF NAME CHANGE: 19970710 3 1 rdgdoc.xml FORM 3 X0206 3 2020-04-13 0 0001042187 Yunhong CTI Ltd. CTIB 0001794579 LF International Pte. Ltd. 470 NORTH BRIDGE ROAD #05-12 SINGAPORE U0 188735 SINGAPORE 1 Common Stock 400000 D Series A Preferred Stock 1.0000 Common Stock 4500000 D Pursuant to that certain Stock Purchase Agreement, dated January 3, 2020, as amended (the "SPA"), by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. (the "Reporting Person"), the Company agreed to issue and sell up to 500,000 shares of the Series A Convertible Preferred Stock, no par value per share ("Series A Preferred Stock"), of the Company at a purchase price of $10.00 per share, and an aggregate of 400,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share, for aggregate gross proceeds of up to $5,000,000 (the "Offering"). Each holder of Series A Preferred Stock shall have the right to convert the stated value of such shares, as well as accrued but unpaid declared dividends thereon (collectively the "Conversion Amount") into Common Stock. The number of shares of Common Stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments, such that each share of Series A Preferred Stock is initially convertible into ten (10) shares of Common Stock. On January 13, 2020, the parties conducted the first closing of the Offering by which the Company issued 250,000 Series A Preferred Stock to the Reporting Person, resulting in aggregate gross proceeds of $2,500,000. On February 28, 2020, the parties completed an interim closing of the Offering by which the Company issued to the Reporting Person 70,000 shares of Series A Preferred Stock and 140,000 shares of Common Stock. On April 13, 2020, the parties completed an additional interim closing of the Offering by which the Company issued to the Reporting Person 130,000 shares of Series A Preferred Stock and 260,000 shares of Common Stock. The Series A Preferred Stock is convertible at any time and has no expiration date, except that it may not be converted into shares of Common Stock to the extent such conversion would result in the holder beneficially owning more than 4.99% ("Maximum Percentage") of the Company's outstanding Common Stock. In connection with the additional interim closing on April 13, 2020, the Reporting Person waived such Maximum Percentage. Mr. Yubao Li, director of the Company, is a 95% owner of the Reporting Person and is deemed to have voting and dispositive power over the shares held by the Reporting Person. /s/ Yubao Li, Authorized Representative, on behalf of LF International Pte. Ltd. 2020-04-15