Home > Insider Trading > Filing (0001437749-20-007798)

Filing Details

Accession Number:: 0001437749-20-007798
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-04-15 20:09:54
Reporting Period:: 2020-04-13

Accepted Time:: 2020-04-15 20:09:54
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1042187	Yunhong Cti Ltd.	CTIB	Fabricated Rubber Products, Nec (3060)	362848943

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1795255	Yubao Li	Room 4, 19F Zhongbei Road #126 Wuhan Hubei F4 430000		Yes	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-04-13	260,000	$1.00	400,000	No	4	P	Indirect	By LF International Pte. Ltd.

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By LF International Pte. Ltd.

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2020-04-13	130,000	$10.00	1,300,000	$1.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
450,000			No	4	P	Indirect

Footnotes

Pursuant to the Amendment No. 2 to that certain Stock Purchase Agreement (the "Amendment No. 2") by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. ("LF") dated April 13, 2020, the Company agreed to issue and sell 130,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") of the Company to LF (the "Additional Interim Closing"). As an inducement to enter into the Amendment No. 2, the Company (i) granted to LF the right to appoint and elect a third member to the Company's Board of Directors at the Company's next annual meeting of stockholders and (ii) agreed to issue to LF 260,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share.
On April 13, 2020, the parties completed the Additional Interim Closing by which the Company issued to LF 130,000 shares of Series A Preferred Stock and 260,000 shares of Common Stock. Each share of Series A Preferred Stock of the Company is initially convertible into ten (10) shares of the Company's common stock, subject to certain conditions, and has no expiration date. Mr. Li has 95% voting and dispositive control over the shares held by the LF and may be deemed the beneficial owner of such Series A Preferred Stock and Common Stock.
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.
The Series A Preferred Stock is convertible at any time, 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, LF waived such Maximum Percentage.
Holders of Series A Preferred Stock shall vote together with the holders of the Common Stock on an as-if-converted basis, whereby each share of the Series A Preferred Stock will be entitled to ten (10) votes, subject to adjustment.