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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): September 26, 2025
YUNHONG GREEN CTI LTD.
(Exact name of registrant as specified in charter)
| Illinois | 000-23115 | 36-2848943 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | 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 3.03 Material Modification to Rights of Security Holders.
On August 22, 2025, Yunhong Green CTI, Ltd. (the “Company”) received approval from its stockholders to effect a reverse stock split (the “Reverse Stock Split”) at a ratio of one-for-ten (1:10) (the “Exchange Ratio”) of the Company’s common stock, no par value (the “Common Stock”), and a corresponding reduction of the Company’s authorized shares of Common Stock (the “Authorized Share Reduction”). The Reverse Stock Split is expected to become effective by 9:00 a.m. Eastern Time on October 1, 2025 (the “Effective Time”).
The Common Stock is expected to commence trading on a reverse split-adjusted basis at around 9 a.m. Eastern Time on October 1, 2025 under the existing trading symbol “YHGJ.” The new CUSIP number for the Common Stock following the Reverse Stock Split is 98873Q 209.
The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder’s percentage ownership interest or proportionate voting power in the Company’s equity, except for de minimis changes as a result of the elimination of fractional shares. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock are instead entitled to a cash payment equal to their respective pro rata portion of the total net proceeds from the sale of all aggregated fractional shares promptly after the Effective Time at the then-prevailing prices on the open market. The Reverse Stock Split will reduce the number of shares outstanding from 27,738,626 to 2,773,862, subject to adjustment for fractional shares.
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: September 26, 2025 | YUNHONG GREEN CTI LTD. | |
| By: | /s/ Jana M. Schwan | |
| Name: | Jana M. Schwan | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Yunhong Green CTI Ltd. Announces Execution of Reverse Stock Split
Company Stock Will Begin Trading on Split Adjusted Basis October 1, 2025
LAKE BARRINGTON, IL, September 26, 2025 – Yunhong Green CTI Ltd. (Nasdaq: YHGJ) (“Yunhong Green CTI” or the “Company”), a leading manufacturer of custom film products, foil novelty balloons, and flexible packaging products, today announced that it will proceed with a 1-for-10 reverse stock split of its shares of common stock (the “Reverse Stock Split”) following approval by its Board of Directors. The Reverse Stock Split was approved by the Company’s stockholders at the annual meeting of stockholders held on August 22, 2025.
The Reverse Stock Split is expected to be effective on October 1, 2025 (the “Effective Time”). The Company’s common stock is expected to begin trading on a split-adjusted basis under the same symbol (YHGJ) at around 9 a.m. Eastern Time on October 1, 2025, with the new CUSIP number 98873Q 209.
As of the Effective Time, every 10 issued and outstanding shares of the common stock will be automatically reclassified into one issued and outstanding share of the Company’s common stock. This will reduce the number of shares outstanding from approximately 27,788,626 to approximately 2,778,862, subject to adjustment for fractional shares. The Reverse Stock Split will not affect the par value of the common stock. No fractional shares will be issued in connection with the Reverse Stock Split. Holders of common stock will receive a cash payment (without interest) in lieu of any fractional shares.
Equiniti Trust Company, LLC is acting as the exchange agent for the Reverse Stock Split. Registered stockholders holding pre-split shares of the Company’s common stock are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other similar organization will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such organization’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split and Authorized Share Reduction can be found in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on July 17, 2025 and definitive additional proxy materials filed with the SEC on July 28, 2025, which are available free of charge at the SEC’s website, www.sec.gov.
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. For more information about our business, visit our corporate website at www.ctiindustries.com.
Company Contact:
info@ctiindustries.com
+ 1-847-382-1000