UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.
The Notice requires disclosure of this information, as well as the submission of a plan to regain compliance no later than July 22, 2024. If the Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days, or until November 18, 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 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
| Exhibit No. | Exhibit | |
| 99.1 | Notice from Nasdaq, dated May 22, 2024. | |
| 99.2 | Press Release dated May 28, 2024 | |
| 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.
| Dated: May 28, 2024 | YUNHONG CTI LTD. | |
| By: | /s/ Frank J. Cesario | |
| Name: | Frank J. Cesario | |
| Title: | Chief Executive Officer and | |
| Acting Chief Financial Officer | ||