0001437749-20-007798.txt : 20200415
0001437749-20-007798.hdr.sgml : 20200415
20200415200954
ACCESSION NUMBER: 0001437749-20-007798
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200413
FILED AS OF DATE: 20200415
DATE AS OF CHANGE: 20200415
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: 20794865
MAIL ADDRESS:
STREET 1: 4 19/F, 126 ZHONG BEI
CITY: WUCHANG DISTRICT
STATE: F4
ZIP: 430061
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Yunhong CTI Ltd.
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
FORMER COMPANY:
FORMER CONFORMED NAME: CTI INDUSTRIES CORP
DATE OF NAME CHANGE: 19970710
4
1
rdgdoc.xml
FORM 4
X0306
4
2020-04-13
0001042187
Yunhong CTI Ltd.
CTIB
0001795255
Li Yubao
ROOM 4, 19F
ZHONGBEI ROAD #126
WUHAN HUBEI
F4
430000
CHINA
1
1
Common Stock
2020-04-13
4
P
0
260000
1
A
400000
I
By LF International Pte. Ltd.
Series A Preferred Stock
1
2020-04-13
4
P
0
130000
10
A
Common Stock
1300000
450000
I
By LF International Pte. Ltd.
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.
/s/ Yubao Li
2020-04-15