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Filing Details

Accession Number:: 0001437749-20-005574
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2020-03-18 16:59:55
Reporting Period:: 2020-02-28

Accepted Time:: 2020-03-18 16:59:55
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	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2020-02-28	140,000	$1.00	140,000	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

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Preferred Stock	Acquisiton	2020-02-28	70,000	$10.00	700,000	$1.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
320,000			No	4	P	Indirect

Footnotes

Pursuant to the Amendment No. 1 to that certain Securities Purchase Agreement (the "Amendment No. 1") by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. ("LF") dated February 24, 2020, the Company agreed to issue and sell 70,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") of the Company to LF (the "Interim Closing"). As an inducement to enter into the Amendment No. 1, the Company (i) granted to LF the right to appoint and elect a second member to the Company's Board of Directors and (ii) agreed to issue to LF 140,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share.
On February 28, 2020, the parties completed the Interim Closing by which the Company issued to LF 70,000 shares of Series A Preferred Stock and 140,000 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 to the shares of 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.
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. 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.