0001437749-20-000673.txt : 20200115 0001437749-20-000673.hdr.sgml : 20200115 20200115163254 ACCESSION NUMBER: 0001437749-20-000673 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200113 FILED AS OF DATE: 20200115 DATE AS OF CHANGE: 20200115 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Li Yubao CENTRAL INDEX KEY: 0001795255 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-23115 FILM NUMBER: 20528582 MAIL ADDRESS: STREET 1: 4 19/F, 126 ZHONG BEI CITY: WUCHANG DISTRICT STATE: F4 ZIP: 430061 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CTI INDUSTRIES CORP 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 4 1 rdgdoc.xml FORM 4 X0306 4 2020-01-13 0001042187 CTI INDUSTRIES CORP CTIB 0001795255 Li Yubao ROOM 4, 19F ZHONGBEI ROAD #126 WUHAN HUBEI F4 430000 CHINA 1 1 Series A Preferred Stock 1 2020-01-13 4 P 0 250000 10 A Common Stock 2500000 250000 I By LF International Pte. Ltd. Pursuant to the Stock Purchase Agreement by and between CTI Industries Corporation ("Company") and LF International Pte. Ltd. ("LF") dated January 3, 2020, LF agreed to purchase, in multiple closings, up to 500,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") of the Company. On January 13, 2020, the parties completed an initial closing by which LF purchased 250,000 Series A Preferred 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. 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 shares of the Company's 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 the Company's common stock. The Series A Preferred Stock is convertible at any time, except that it may not be converted to the shares of the Company's common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. Additionally, until the Company obtains shareholder approval for the issuance of the common stock underlying the Series A Preferred Stock, as may be required by the applicable rules and regulations of the Nasdaq Stock Market, the Company may not issue, upon conversion of the Series A Preferred Stock, a number of shares of common stock which, when aggregated with any shares of common stock previously issued upon conversion of the Series A Preferred Stock, would equal 20% or more of the common stock of 20% or more of the voting power of the Company. Holders of Series A Preferred Stock shall vote together with the holders of the Company's 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. Notwithstanding the foregoing, holders of Series A Preferred Stock may not vote shares of the Series A Preferred Stock to the extent the shares of common stock issuable upon conversion of such Series A Preferred Stock would exceed the conversion limitations described above. /s/ Yubao Li 2020-01-15