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): 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

Exhibit No.	Exhibit
99.1	Notice from Nasdaq, dated May 22, 2024.
99.2	Press Release dated May 28, 2024
99.3	Letter from Nasdaq, dated July 24, 2024
99.4	Notice from Nasdaq, dated August 19, 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: August 22, 2024	YUNHONG CTI LTD.
	By:	/s/ Frank J. Cesario
	Name:	Frank J. Cesario
	Title:	Chief Executive Officer and
		Acting Chief Financial Officer

EX-99.1

Exhibit 99.1

EX-99.2

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

EX-99.3

Exhibit 99.3

EX-99.4

Exhibit 99.4

XML

Cover	Aug. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 19, 2024
Entity File Number	000-23115
Entity Registrant Name	YUNHONG GREEN CTI LTD.
Entity Central Index Key	0001042187
Entity Tax Identification Number	36-2848943
Entity Incorporation, State or Country Code	IL
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	YHGJ
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable