8-K

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): January 1, 2022

YUNHONG CTI LTD.

(Exact name of registrant as specified in charter)

Illinois	000-23115	36-2848943
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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	CTIB	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 1.01 Entry into a Material Definitive Agreement.

The disclosures set forth below in the second paragraph of Item 5.02 are incorporated into this Item 1.01 by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of Chief Executive Officer

On January 11, 2022, the Board of Directors (the “Board”) of Yunhong CTI Ltd. (the “Company”), announced the appointment of Frank Cesario, 52, as Chief Executive Officer, effective January 1, 2022. Mr. Cesario has served on the Board from December 2019 until September 2020, and again from March 2021 through present, and is a member of the Audit Committee. He most recently served as Chief Financial Officer of Radiac Abrasives, Inc., a leading manufacturer of high-performance products for the automotive, bearing, aviation, cutting tools and primary metals industries. Previously, Mr. Cesario served as the Company’s President and Chief Executive Officer (from January 2020 to September 2020) and Chief Financial Officer (from November 2017 until June 2020). Mr. Cesario brings 20 years of CEO, CFO, director, and controller experience at manufacturing entities. Prior to his earlier tenure with the Company, Mr. Cesario served in such roles with Nanophase Technologies Corporation and ISCO International, Inc., publicly-traded global suppliers of advanced materials and telecommunications equipment, respectively, as well as Turf Ventures LLC, a privately-held chemicals distributor. He began his career with KPMG Peat Marwick and then served in progressively responsible finance positions within Material Sciences Corporation and Outokumpu Copper, Inc. Mr. Cesario holds an MBA (Finance) from DePaul University and a B.S. (Accountancy) from the University of Illinois, and is a registered CPA in the State of Illinois. There are no family relationships between Mr Cesario and any other director or executive officer of the Company. There are no related party transactions involving Mr. Cesario that are reportable under Item 404(a) of Regulation S-K.

Mr. Cesario entered into an employment agreement with the Company, effective January 1, 2022, which includes a base salary of $250,000 per year. Mr. Cesario received an inducement grant of stock in the amount of 250,000 shares, 25,000 of which vested immediately, with the remaining shares scheduled to vest based upon the achievement of certain goals and objectives as set forth in the agreement. Mr. Cesario is eligible to receive a performance-based bonus of $300,000. In the event that Mr. Cesario is terminated without cause, he is eligible to receive twelve (12) months of salary in accordance with the agreement. A copy of the agreement is attached hereto as Exhibit 10.1.

Departure of Chief Financial Officer and Appointment of Acting Chief Financial Officer

On January 4, 2022, the Board received notice of the resignation of Jennifer Connerty as Chief Financial Officer, effective January 7, 2022. The Board expressed its appreciation for her years of service to the Company. On January 7, 2022, the Board appointed Mr. Cesario as Acting Chief Financial Officer.

Departure of Directors

On January 4, 2022, the Board received notice that John Klimek, Wan Zhang and Yaping Zhang would resign from the Board, effective January 10, 2022. In each case, the director’s decision to resign was not the result of any disagreement with the Company, the Board, or management, with respect to any matter relating to the Company’s operations, policies or practices. The Board expressed its appreciation for their years of service to the Company. Prior to the effectiveness of the resignations of Messrs. Klimek, Zhang and Zhang, the Board unanimously approved the appointment of three new directors as set forth below.

Appointment of Directors

The Board has appointed three new directors to serve on the Board, effective January 10, 2022, to fill the vacancies created by the resignations of Messrs. Klimek, Zhang and Zhang, each to serve as a director until the next meeting of shareholders at which directors are to be elected:

Douglas Bosley, 54, is a founding partner of Witan Law Group and a member of the firm’s Corporate Transactional and Securities practice. Mr. Bosley represents businesses and entrepreneurs at all stages of growth from inception to exit. Mr. Bosley’s practice focuses on three general areas of financing transactions, mergers and acquisitions and general corporate matters. Mr. Bosley’s financing experience includes representing venture capital firms and venture-backed companies, mezzanine debt transactions, and a wide range of other types of financing and securities transactions, as well as general corporate matters including formation and start-ups; equity compensation; contracts such as licensing, joint ventures, representative agreements, and development and service level agreements; and corporate governance matters. Before founding Witan Law, Mr. Bosley was a partner at Bosley Till Neue & Talerico (BTNT), a law firm, where he headed the transactional and securities practices. Prior to BTNT, Mr. Bosley operated Bosley Business Law, which he founded after more than a decade of sophisticated corporate and securities transactional experience at some of the world’s largest and most reputable corporate law firms. Mr. Bosley also served as general counsel of a Sacramento-based venture capital and professional services firm. He is a frequent speaker on legal issues related to start-ups, mergers and acquisitions and venture capital transactions. Mr. Bosley is a graduate of the Duke University School of Law, graduating with high honors and earning Order of the Coif. He received his B.A. in Economics from California State University, Sacramento.

Gerald (J.D.) Roberts, Jr., 62, is Vice President of Strategy and Business Development at Centene Corporation, having served in that capacity since 2018.  In the previous 20 years, he held several senior roles at Aerojet Rocketdyne Holdings, Inc. and GenCorp/Aerojet. His career began in the aerospace and electronics industries in the United States and Australia, where he worked with companies including E-Systems, McDonnell Douglas, Northrop-Grumman, Gulfstream, Learjet and Hawker de Havilland. Mr. Roberts combined his credentials in engineering, finance and operations and his significant experience in strategic planning, organizational restructuring, and mergers, acquisitions, and divestitures to build value in international business opportunities.  Mr. Roberts holds a Six Sigma greenbelt certification and has completed post-graduate coursework in Mergers and Acquisitions, leadership, strategic alliances, negotiation, innovation, and financial analysis.  He received his MBA (Finance) from the University of California, Davis, and his B.S. in Mechanical Engineering from Virginia Tech..

Philip Wong, 43, is CEO of Shark AI Capital Corporation, an innovative business lending firm which he co-founded in 2020.  Previously, he served as Chief Investment Officer of American Credit, Inc., as a Commercial Loan Officer at Applepie Capital, Inc., as Vice President / Senior Relationship Manager at Bank of the West / BNP Paribas, and as First Vice President / Senior Relationship Manager at Preferred Bank, among other roles in banking in business credit.  Mr. Wong and has completed certifications in agile software development, software products management, healthcare analytics, and product management and marketing. He received his B.A. in Asian Studies from San Francisco State University.

Each of the new directors will serve on the Audit Committee, the Compensation Committee and the Nominating and Governance Committee of the Board.

None of the new directors has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, has any arrangement or understanding with any other person required to be disclosed pursuant to Item 401(a) of Regulation S-K, or has any family relationships required to be disclosed pursuant to Item 401(d) of Regulation S-K.

Item 8.01 Other Events

On January 11, 2022, the Company issued a press release announcing the officer and director appointments set forth above. A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits

The exhibit listed below is filed as an Exhibit to this Current Report on Form 8-K.

Exhibit No.	Description
10.1	Employment Agreement (Offer Letter), dated as of December 31, 2021
99.1	Press Release, dated January 11, 2022
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.

Date: January 11, 2022

CTI INDUSTRIES CORPORATION
By:	/s/ Frank Cesario
	Frank Cesario,
	Chief Executive Officer

EX-10.1

Exhibit 10.1

Yunhong CTI Ltd.

December 29, 2021

Mr. Frank Cesario

Re: Offer Letter

Dear Frank:

Yunhong CTI Ltd. (the “Company”) is pleased to offer you the position of Chief Executive Officer on the following terms and conditions. Certain capitalized terms below that are not otherwise defined when first used are defined on Exhibit B:

1. Title: Chief Executive Officer, reporting to the Board of Directors (the “Board”). While serving as CEO, you will continue to serve in your position on the Board. Your initial date of employment will be mutually determined by you and the Company (the “Commencement Date”).

2. Base Salary: $250,000 per year. Your base salary will be pro-rated for any partial years of employment.

3. Sign-On Equity Grant: Pursuant to the terms of the Company’s 2018 Stock Incentive Plan (the “Plan”) and conditioned on your employment with the Company, your execution of the Restrictive Covenant Agreement (as defined below), and the satisfaction of any applicable legal requirements, the Company will grant you 25,000 shares of Unrestricted Stock (as defined in the Plan) within thirty (30) days of your Commencement Date. The equity grants described in Sections 3 and 4 are provided to you as an additional inducement for you to accept employment with the Company.

4. Long-Term Incentive Equity Grant: Within thirty (30) days of your Commencement Date and provided any applicable legal requirements have been satisfied, the Company will grant you an additional 225,000 share of Restricted Stock (as defined in the Plan) (the “LTI Restricted Stock”). The restrictions on the LTI Restricted Stock will lapse upon your continued employment and your satisfaction of the performance goals and objectives set forth on Exhibit A (the “Performance Vesting Requirements”). Your LTI Restricted Stock will be subject to the terms and conditions of the applicable award agreement and of the Plan. In the event of a Change in Control (as defined on Exhibit B) during the period of your employment, the restrictions on the LTI Restricted Stock will lapse regardless of your satisfaction of the Performance Vesting Requirements.

5. Cash Performance Bonus: As an additional incentive for you to increase value for the shareholders, the Company will pay you a cash bonus of $300,000 in the event that, during your employment, the Company’s common shares trade at or above $10/share for ten or more consecutive trading days (the “Cash Performance Bonus”). The Cash Performance Bonus will be paid to you on a regular payroll date of the Company within thirty (30) days of the date the trading condition described above has been satisfied.

Mr. Frank Cesario
December 29, 2021
Page 2

6. Benefits: You will be eligible to participate in the Company’s group employee benefit plans, as in effect from time to time, subject to any applicable waiting period, pre-existing condition or eligibility limitations and to the other terms and conditions of such plans.

7. Vacation: You will be entitled to four weeks of vacation per year, to be scheduled at the mutual convenience of the Company and you, and subject to the terms of the Company’s vacation policy, as in effect from time to time.

8. Severance Benefits: If the Company terminates your employment for a reason other than Cause (as defined on Exhibit B) or your death or Disability (as defined on Exhibit B), then you will be eligible to receive the following severance benefits (the “Severance Benefits”):

a. Salary continuation equal to fifty-two (52) weeks of your then current base salary. The salary continuation, less applicable withholdings, will be paid in substantially equivalent installments on the Company’s regular payroll dates, provided that you comply with the conditions set forth in subsection (d) below.

b. If you elect to receive continued health care coverage under COBRA, the Company will pay the premiums necessary to continue such coverage during the period of salary continuation set forth above or, if earlier, the date you become eligible for health care coverage from another employer, again subject to your compliance with the conditions set forth in subsection (d).

c. Except as otherwise set forth above, the Company will not be obligated to provide you with any compensation or benefits beyond the date your employment terminates, other than as required by applicable law. You will not be eligible for severance under any other Company or affiliate plan, policy or practice.

d. To receive the Severance Benefits, within seventy (70) days following your termination of employment, you must execute a separation agreement (the “Separation Agreement”) containing a general release and waiver of claims with respect to your employment and other customary terms, in form and substance reasonably acceptable to the Company, and such Separation Agreement must become effective and enforceable (the date the Separation Agreement becomes effective and enforceable, the “Separation Agreement Effective Date”). Any obligation of the Company to make the Severance Benefits available will cease upon (A) any reasonable determination by the Company that you have breached any of your obligations pursuant to the Restrictive Covenant Agreements (as defined in Section 10 below); or (B) any reasonable determination by the Company in good faith that you committed acts constituting Cause during your employment. Notwithstanding anything to the contrary, any payments that would otherwise be payable to you prior to the Separation Agreement Effective Date shall not be paid until after such date. Upon the Separation Agreement Effective Date, any payments to you that were delayed pursuant to the preceding sentence shall be promptly paid in a lump sum and any subsequent payments shall be paid to you pursuant to the schedule otherwise required by subsection (a) above. Further, to the extent that the period for your review and non-revocation of such Separation Agreement could include two calendar years, then any Separation Benefits payable to you shall in any event be withheld and paid no earlier than the second calendar year.

Mr. Frank Cesario
December 29, 2021
Page 3

9. At-Will Employment: Your employment will be “at-will”, will not have a fixed term and may be terminated by the Company or you at any time, for any reason, with or without notice.

10. Restrictive Covenants: Your employment and equity grant are subject to your execution of a form of employee confidentiality and restrictive covenant agreement in a form provided to you by the Company (“Restrictive Covenant Agreement”). Your Restrictive Covenant Agreement will include covenants restricting your competition against the Company, solicitation of clients, and solicitation of employees during your employment and for twenty-four (24) months after termination of your employment for any reason as well as covenants protecting trade secrets and other confidential information. Your Restrictive Covenant Agreement will be finalized on or before your start date.

11. Employee Handbook; Policies and Procedures: During your employment with the Company, you agree to observe and comply with the terms and conditions of the Company’s employee handbook and all other policies, procedures and rules of the Company, as in effect from time to time

12. Other Conditions: Once this offer has been accepted, your start date will be determined by the Company after discussion with you. This offer of employment also is subject to normal course background checks and your providing documentation of your eligibility to work in the United States.

13. Withholding; Tax Provisions: All payments described in this letter will be subject to applicable payroll and income tax withholding and other applicable deductions. You and the Company also agree to the additional tax provisions set forth in Exhibit C.

14. Ability to Accept Offer: By accepting this offer, you confirm that you are able to accept this position and perform the duties it would involve without breaching any legal restrictions on your activities, such as restrictions imposed by a current or former employer. To the extent any such restrictions exist, you will provide the Company with as much information about them as possible, including copies of any agreements between you and your current or former employer describing such restrictions. You further confirm that you will not remove or take any documents or proprietary information of any kind with you from your current or former employer to the Company without written authorization from your current or former employer.

Mr. Frank Cesario
December 29, 2021
Page 4

Frank, we are very pleased to present you with this offer (which supersedes any other discussions about your employment with the Company) and are excited about our joint opportunities. If you are in agreement with the terms of this letter, please sign where indicated below, acknowledging your acceptance, and return signed copies of this letter via e-mail to Jeff Leader by the close of business on December 31, 2021.

Very truly yours,

Yunhong CTI Ltd.

By: /s/ Yubao Li                                    

Its: Chairman

AGREED TO AND ACCEPTED THIS

31^st day of December, 2021

  /s/ Frank Cesario                  

Frank Cesario

Mr. Frank Cesario
December 29, 2021
Page 5

Exhibit A

The restrictions on the LTI Restricted Stock will lapse based on your continued employment and your satisfaction of the following performance goals and objectives:

● The restrictions on 56,250 shares of the LTI Award will lapse when the Company’s trailing-twelve-month Adjusted EBITDA equals or exceeds $1 million at any time on or after January 1, 2022.

● The restrictions on 56,250 shares of the LTI Award will lapse in the event the Company’s common shares trade at or above $5/share for ten or more consecutive trading days.

● The restrictions on 56,250 shares of the LTI Award will lapse when the Company’s operating cash flow, calculated cumulatively from the date of your initial employment, equals or exceeds $1.5 million.

● The restrictions on 56,250 shares of the LTI Award will lapse in the event the Company is able to refinance its current lender with a traditional lender on terms and conditions customary for such financing.

The Committee (as defined in the Plan) shall be responsible for determining when the conditions above have been satisfied.

Mr. Frank Cesario
December 29, 2021
Page 6

Exhibit B

Capitalized terms used in the Company’s offer letter shall have the meanings ascribed to them when first introduced or as set forth below:

“Cause” shall mean any of the following as determined in the sole discretion of the Board in good faith: (a) your indictment for, or conviction or entry of a plea of guilty or nolo contendere to, or your engaging in conduct which would constitute (i) any felony or (ii) any crime (whether or not a felony) involving moral turpitude, fraud, theft, breach of trust or other similar acts, (b) your being or having been engaged in conduct constituting breach of fiduciary duty, willful misconduct or gross negligence relating to the Company or any of its affiliates or the performance of your duties, (c) your willful failure to (i) follow a reasonable and lawful directive of the Company or (ii) comply with any written rules, regulations, policies or procedures of the Company, (d) your violation of any agreement between you and the Company, or (e) your deliberate and continued failure to perform your material duties to the Company.

“Change in Control” shall mean the occurrence of any of the following events after the Commencement Date as determined by the Board:

(a) Ownership. Any Third Party becomes the “Beneficial Owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities (excluding for this purpose any such voting securities held by the Company, or any affiliate, parent or subsidiary of the Company, or by any employee benefit plan of the Company) pursuant to a transaction or a series of related transactions;

(b) Merger/Sale of Assets. (i) A merger or consolidation of the Company other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger or consolidation (a “Post-Merger Controlling Interest”) or (B) a merger or consolidation where one or more Li Entities represent the Post-Merger Controlling Interest; or (ii) the sale or disposition by Company of all or substantially all of the Company’s assets to a Third Party; or

(c) Change in Board Composition. A change in the composition of the Board during any twelve (12) month period, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date of this Agreement, or (B) are elected to the Board with the affirmative votes of the Li Entities holding voting securities of the Company at the time of such vote.

“Code Section 409A” shall mean Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Department guidance and regulations issued thereunder.

Mr. Frank Cesario
December 29, 2021
Page 7

“Disability” shall mean your inability to perform the essential functions of your position as a result of a physical or mental impairment, with or without any accommodations required by law and after exhausting all leave permitted by the policies of the Company or required by law.

“Li Entity” shall mean Yubao Li and any Person (as defined below) that is controlled, directly or indirectly, by Mr. Li.

“Person” shall have the meaning set forth in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended.

“Third Party” shall mean any Person other than a Li Entity.

Mr. Frank Cesario
December 29, 2021
Page 8

Exhibit C

You and the Company agree to the following additional terms in connection with your offer of employment:

(a)    In the event that the payments or benefits set forth in your offer letter constitute “non-qualified deferred compensation” subject to Code Section 409A, then the following conditions apply to such payments or benefits.

(i)    Any termination of your employment triggering payment of benefits under your offer letter must constitute a “separation from service” under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) before distribution of such benefits can commence. To the extent that the termination of your employment does not constitute a separation of service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h) (as the result of further services that are reasonably anticipated to be provided by you to the Company at the time your employment terminates), any such payments under your offer letter that constitute deferred compensation under Code Section 409A shall be delayed until after the date of a subsequent event constituting a separation from service under Section 409A(a)(2)(A)(i) of the Code and Treas. Reg. §1.409A-1(h). For purposes of clarification, this provision shall not cause any forfeiture of benefits by you, but shall only act as a delay until such time as a “separation from service” occurs.

(ii)    Notwithstanding any other provision with respect to the timing of payments under this offer letter if, at the time of your termination, you are deemed to be a “specified employee” of the Company (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then limited only to the extent necessary to comply with the requirements of Code Section 409A, any payments to which you may become entitled under this offer letter which are subject to Code Section 409A (and not otherwise exempt from its application) shall be withheld until (A) the first (1^st) business day of the seventh (7^th) month following the termination of your employment (B) the date of your death, or (C) such earlier date as is permitted under Code Section 409A, at which time you shall be paid an aggregate amount equal to the accumulated, but unpaid, payments otherwise due to you under the terms of this offer letter.

(iii)    It is intended that each installment of the payments and benefits provided under this offer letter shall be treated as a separate “payment” for purposes of Code Section 409A. Neither Company nor you shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically permitted or required by Code Section 409A.

Mr. Frank Cesario
December 29, 2021
Page 9

(b)    In no event may you, directly or indirectly, designate the calendar year of any payment to be made pursuant to this offer letter or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. All reimbursements and in-kind benefits provided pursuant to this offer letter will be made or provided in accordance with the requirements of Code Section 409A. To the extent that any reimbursements pursuant to this offer letter or otherwise are taxable to you, any reimbursement payment due to you will be paid to you on or before the last day of your taxable year following the taxable year in which the related expense was incurred; provided, that, you have provided the Company written documentation of such expenses in a timely fashion and such expenses otherwise satisfy the Company’s expense reimbursement policies. Reimbursements pursuant to this offer letter or otherwise are not subject to liquidation or exchange for another benefit and the amount of such reimbursements that you receive in any other taxable year.

(c)    Notwithstanding any other provision of this offer letter to the contrary, this offer letter shall be interpreted and at all times administered in a manner that avoids the inclusion of compensation in income under Code Section 409A, or the payment of increased taxes, excise taxes or other penalties under Code Section 409A. The parties intend this offer letter to be in compliance with Code Section 409A.

(d)    The Company and its affiliates and their respective officers, directors, partners, general partners, employees or agents make no guarantee that the terms of this offer letter comply with, or are exempt from, the provisions of Code Section 409A, and none of the foregoing will have any liability for the failure of the terms of this offer letter to comply with, or be exempt from, the provisions of Code Section 409A.

EX-99.1

Exhibit 99.1

Yunhong CTI Ltd. Appoints Frank Cesario as Chief Executive Officer and Adds Three New Independent Board Members

Cesario brings more than 20 years of manufacturing experience as former CEO of Company

Three new directors bring extensive financial, operational and market experience 

LAKE BARRINGTON, IL, January 11, 2022 – Yunhong CTI Ltd. (Nasdaq: CTIB) (“Yunhong CTI” or the "Company"), a leading manufacturer of custom film products, foil and latex novelty balloons, and flexible packaging products, today announced that Frank Cesario, the Company’s former President, Chief Executive Officer and Chief Financial Officer, has been appointed as Chief Executive Officer, effective January 2022. Mr. Cesario currently serves on the board of directors and is a member of the Audit Committee.

The Company also announced the appointments of Mr. Douglas Bosley, Mr. Philip Wong, and Mr. Gerald (J.D.) Roberts to the Yunhong CTI Board of Directors, effective January 2022. Following the appointments of Bosley, Wong and Roberts, the Board will comprise five directors, the majority of whom are independent.

“We are pleased to welcome Frank back to the Company as chief executive officer," said Mr. Yubao Li, Chairman of Yunhong CTI. “Frank is the right person to lead Yunhong CTI into the future, given his strong command of our business and proven ability to drive results. We are on a positive growth trajectory at Yunhong CTI and are well-positioned to continue building on our momentum. I am so pleased that Frank will lead our company, and I am excited to work with him — along with our entire senior leadership team — to ensure a seamless transition and on Yunhong CTI’s next phase of growth.”

"I am honored to be named Chief Executive Officer of Yunhong CTI and look forward to the opportunity to work with Chairman Li, the Board and the executive team," said Frank J. Cesario, Chief Executive Officer of Yunhong CTI. “We had to drive hard in order to streamline our operations and pay down a burdensome debt load. These were necessary steps to remake our company. Together with our Chief Operating Officer Jana Schwan’s established leadership, we get to build something. We are very pleased that Douglas, Philip and J.D. have joined the Board and believe their collective contributions will be invaluable. We will be laser-focused on serving our customers, creating value for our shareholders and providing great opportunities for our people.”

About Frank Cesario

Mr. Cesario is a seasoned financial executive with 20 years of experience as a Chief Executive Officer, Chief Financial Officer, Controller and financial and accounting manager. Mr. Cesario most recently served as Chief Financial Officer of Radiac Abrasives, a leading manufacturer of high-performance products for the automotive, bearing, aviation, cutting tools and primary metals industries. Previously, Mr. Cesario served as Chief Executive Officer, President and Director of Yunhong CTI. Prior to joining Yunhong CTI as its then Chief Financial Officer, Mr. Cesario served as Chief Financial Officer for 15 years with Nanophase Technologies Corporation and ISCO International, Inc., publicly-traded global suppliers of advanced materials and telecommunications equipment, respectively, as well as Turf Ventures LLC, a privately-held chemicals distributor. He began his career with KPMG Peat Marwick and then served in progressively more responsible finance positions within Material Sciences Corporation and Outokumpu Copper, Inc.

Mr. Cesario has a B.S. in Accountancy, Summa Cum Laude, from the University of Illinois Urbana-Champaign and an MBA in Finance, with distinction, from DePaul University.  He is a registered Certified Public Accountant.

New Board Members

“We are pleased to welcome Douglas Bosley, Philip Wong and Gerald Roberts to the Yunhong CTI board as new independent directors,” said, Mr. Li. “These appointments come at an exciting time for the Company, as we continue our mission to grow our business and drive improved shareholder returns. Collectively, they add to the Board a deep and broad base of knowledge and a wide diversity of experience and skills that will complement and further enhance the perspectives represented on our Board. We look forward to their contributions.”

Mr. Li added, “I want to thank our three exiting board members, John Klimek, Wan Zhang and Yaping Zhang, for their tremendous service. Each of them made important contributions to Yunhong CTI. They provided much needed support and guidance during our operational transformation and helped position the company to achieve improved financial performance.”  

New Board Member Bios

Douglas Bosley is a founding partner of Witan Law Group and a member of the firm’s Corporate Transactional and Securities practice. Mr. Bosley’s practice focuses on of financing transactions, mergers and acquisitions and general corporate matters. Mr. Bosley is a frequent speaker on legal issues related to start-ups, mergers and acquisitions and venture capital transactions.

Philip Wong was Vice President and Deputy Manager of the San Francisco office of Bank of Communications Ltd., the fifth largest bank in China, and is now the Chief Executive Officer and Co-Founder of Shark AI Capital Corporation. In addition to extensive service in the banking industry and speaking on financial topics, Mr. Wong is involved in a Special Training Project (China Services) at San Francisco State University.

Gerald (J.D.) Roberts Jr. is Vice President of Strategy and Business Development at a Fortune 50 healthcare company. Mr. Roberts has combined his credentials in Mechanical Engineering, Finance and Operations to build value in international business opportunities with significant experience in strategic planning, program management and restructuring activities, portfolio management and diversification efforts.

With these new appointments, the updated Board of Directors is composed of five directors, the majority of whom are independent:

● Mr. Yubao Li, Chairman

● Mr. Frank Cesario, CEO

● Mr. Douglas Bosley

● Mr. Philip Wong

● Mr. Gerald (J.D.) Roberts

Messrs. Bosley, Wong and Roberts will each serve on the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

About Yunhong CTI Ltd.

Yunhong CTI Ltd. is one of the leading manufacturers and marketers of foil balloons and produces laminated and printed films for commercial uses. Yunhong CTI also distributes Candy Blossoms and other 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. 

Forward-Looking Statements

Statements made in this release that are not historical facts are "forward-looking" statements (within the meaning of Section 21E of the Securities Exchange Act of 1934) that involve risks and uncertainties and are subject to change at any time. These "forward-looking" statements may include, but are not limited to, statements containing words such as "may," "should," "could," "would," "expect," "plan," "goal," "anticipate," "believe," "estimate," "predict," "potential," "continue," or similar expressions. We have based these forward-looking statements on our current expectations and projections about future results. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from statements made herein. We cannot anticipate the duration of increased tariffs between the United States and other countries, particularly China. We do not know whether we will be successful in passing such additional costs through to customers. The COVID-19 pandemic has had a negative impact on our operations, and we do not yet know the depth or duration of that disruption. More information on factors that could affect CTI's business and financial results are included in its public filings made with the Securities and Exchange Commission, including its Annual Report on Form 10-K and Quarterly Reports on Form 10-Q.

Investor Relations Contact:

Company Contact:

info@ctiindustries.com

+ 1-847-382-1000

Investor Relations Contact:

TraDigital IR

Kevin McGrath
+1-646-418-7002
kevin@tradigitalir.com

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Document And Entity Information	Jan. 01, 2022
Document Information [Line Items]
Entity, Registrant Name	YUNHONG CTI LTD.
Document, Type	8-K
Document, Period End Date	Jan. 01, 2022
Entity, Incorporation, State or Country Code	IL
Entity, File Number	000-23115
Entity, Tax Identification Number	36-2848943
Entity, Address, Address Line One	22160 N. Pepper Road
Entity, Address, City or Town	Lake Barrington
Entity, Address, State or Province	IL
Entity, Address, Postal Zip Code	60010
City Area Code	847
Local Phone Number	382-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	CTIB
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001042187