UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

(Mark One)

 

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2026

 

OR

 

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________to__________

 

Commission File Number

000-23115

 

YUNHONG GREEN CTI LTD.

(Exact name of registrant as specified in its charter)

 

Illinois		36-2848943
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

22160 N. Pepper Road
Barrington, Illinois		60010
(Address of principal executive offices)		(Zip Code)

 

(847) 382-1000

(Registrant’s telephone number, including area code)

 

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, no par value per share		YHGJ		The Nasdaq Stock Market LLC
				(The Nasdaq Capital Market)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares outstanding of the registrant’s common stock, no par value per share, as of August 7, 2026 was 2,609,244 (excluding treasury shares).

 

 

 

INDEX

 

PART I – FINANCIAL INFORMATION
Item No. 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025	1
	Unaudited Condensed Consolidated Statements of Loss for the three and six months ended June 30, 2026 and 2025	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025	3
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item No. 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item No. 3	Quantitative and Qualitative Disclosures Regarding Market Risk	15
Item No. 4	Controls and Procedures	15
PART II – OTHER INFORMATION
Item No. 1	Legal Proceedings	17
Item No. 1A	Risk Factors	17
Item No. 2	Unregistered Sales of Equity Securities and Use of Proceeds	17
Item No. 3	Defaults Upon Senior Securities	17
Item No. 4	Mine Safety Disclosures	17
Item No. 5	Other Information	17
Item No. 6	Exhibits	18
	Signatures	19
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32

 

 

Yunhong Green CTI, Ltd.

Unaudited Condensed Consolidated Balance Sheets

 

		June 30,				December 31,
		2026				2025
ASSETS
Current assets:
Cash and cash equivalents		$	320,000			$	97,000
Accounts receivable, net			3,295,000				5,955,000
Inventories			7,827,000				8,738,000
Prepaid expenses			351,000				283,000
Total current assets			11,793,000				15,073,000
Property, plant and equipment:
Machinery and equipment			21,993,000				21,993,000
Office furniture and equipment			2,122,000				2,122,000
Intellectual property			783,000				783,000
Leasehold improvements			39,000				39,000
Fixtures and equipment			518,000				518,000
Projects under construction			170,000				140,000
Property, plant and equipment gross			25,625,000				25,595,000
Less: accumulated depreciation and amortization			(21,885,000	)			(21,599,000	)
Total property, plant and equipment, net			3,740,000				3,996,000
Other assets:
Operating lease right-of-use			3,087,000				3,393,000
Total other assets			3,087,000				3,393,000
TOTAL ASSETS		$	18,620,000			$	22,462,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables		$	1,482,000			$	1,677,000
Line of credit			4,591,000				6,822,000
Notes payable – current portion			443,000				146,000
Notes payable related party			344,000				344,000
Notes payable			344,000				344,000
Operating lease liabilities – current portion			659,000				596,000
Advance investor deposits			225,000				150,000
Accrued liabilities			627,000				950,000
Total current liabilities			8,371,000				10,685,000
Long-term liabilities:
Notes payable – net of current portion			-				348,000
Operating lease liabilities – noncurrent			2,526,000				2,873,000
Total long-term liabilities			2,526,000				3,221,000
TOTAL LIABILITIES		$	10,897,000			$	13,906,000
SHAREHOLDERS’ EQUITY
Series E Preferred Stock — no par value, 130,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025 (liquidation preference of $1,300,000)			1,032,000				976,000
Series F Preferred Stock — no par value, 70,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025 (liquidation preference of $700,000)			555,000				525,000
Preferred stock, value			555,000				525,000
Common stock - no par value, 2,000,000,000 shares authorized, 2,613,670 and 2,601,788 shares issued and 2,609,244 and 2,597,362 shares outstanding at June 30, 2026 and December 31, 2025, respectively			27,891,000				27,891,000
Additional paid-in-capital			7,676,000				7,711,000
Accumulated deficit			(29,270,000	)			(28,386,000	)
Less: Treasury stock, 4,426 shares, at cost			(161,000	)			(161,000	)
TOTAL SHAREHOLDERS’ EQUITY			7,723,000				8,556,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY		$	18,620,000			$	22,462,000

 

See accompanying notes to condensed consolidated unaudited financial statements.

Reflects a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025

 

 

Yunhong Green CTI Ltd.

Unaudited Condensed Consolidated Statements of Income (Loss)

 

		2026				2025				2026				2025
		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2026				2025				2026				2025
Net sales		$	3,900,000			$	5,457,000			$	10,054,000			$	10,259,000
Cost of sales			3,362,000				4,479,000				8,502,000				8,415,000
Gross profit			538,000				978,000				1,552,000				1,844,000
Operating expenses:
General and administrative			675,000				754,000				1,598,000				1,593,000
Selling			34,000				37,000				71,000				72,000
Advertising and marketing			149,000				168,000				302,000				338,000
Total operating expenses			858,000				959,000				1,971,000				2,003,000
Income (loss) from operations			(320,000	)			19,000				(419,000	)			(159,000	)
Other (expense) income:
Interest expense			(225,000	)			(227,000	)			(467,000	)			(465,000	)
Other income/(expense)			2,000				23,000				2,000				23,000
Total other expense, net			(223,000	)			(204,000	)			(465,000	)			(442,000	)
Net loss			(543,000	)			(185,000	)			(884,000	)			(601,000	)
Deemed dividends on preferred stock		$	(43,000	)		$	(43,000	)		$	(86,000	)		$	(86,000	)
Net loss attributable to common shareholders		$	(586,000	)		$	(228,000	)		$	(970,000	)		$	(687,000	)
Basic income (loss) per common share		$	(0.22	)		$	(0.09	)		$	(0.37	)		$	(0.26	)
Diluted income (loss) per common share		$	(0.22	)		$	(0.09	)		$	(0.37	)		$	(0.26	)
Weighted average number of shares and equivalent shares of common stock outstanding:
Basic			2,608,638				2,608,082				2,604,856				2,608,082
Diluted			2,608,638				2,608,082				2,604,856				2,608,082

 

See accompanying notes to condensed consolidated unaudited financial statements.

Reflects a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025

 

 

Yunhong Green CTI Ltd.

Unaudited Condensed Consolidated Statements of Cash Flows

 

		2026				2025
		For the Six Months Ended June 30,
		2026				2025
Cash flows from operating activities:
Net loss		$	(884,000	)		$	(601,000	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			286,000				322,000
Equity compensation expense			51,000				17,000
Change in assets and liabilities:
Accounts receivable			2,660,000				1,608,000
Inventories			911,000				313,000
Prepaid expenses and other assets			(68,000	)			169,000
Trade payables			(195,000	)			(104,000	)
Operating leases			22,000				40,000
Advance investor deposit			75,000				-
Accrued liabilities			(323,000	)			(50,000	)
Net cash (used in) provided by operating activities			2,535,000				1,714,000
Cash flows from investing activities:
Purchases of property, plant and equipment			(30,000	)			(42,000	)
Net cash (used in) provided by investing activities			(30,000	)			(42,000	)
Cash flows from financing activities:
Repayment of note payable			(51,000	)			(42,000	)
Net repayments on revolving line of credit			(2,231,000	)			(1,832,000	)
Net cash provided by (used in) financing activities			(2,282,000	)			(1,874,000	)
Net increase (decrease) in cash and cash equivalents			223,000				(202,000	)
Cash and cash equivalents at beginning of period			97,000				220,000
Cash and cash equivalents at end of period		$	320,000			$	18,000
Supplemental disclosure of cash flow information and noncash investing and financing activities:
Cash payments for interest		$	467,000			$	465,000
Accretion of dividends on preferred stock			86,000				86,000
Conversion of advance received from investors into common stock			-				1,050,000
Common stock issued in exchange for rent due to Icy Mellon			-				182,000

 

See accompanying notes to condensed consolidated unaudited financial statements.

Reflects a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025

 

 

Yunhong Green CTI, Ltd

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

 

		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Earnings				Shares				Amount				TOTAL
		Series E Preferred Stock								Series F Preferred Stock								Common Stock								Paid-in				Accumulated (Deficit)				Less Treasury Stock
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Earnings				Shares				Amount				TOTAL
Balance December 31, 2025			130,000			$	976,000				70,000			$	525,000				2,601,788			$	27,891,000			$	7,711,000			$	(28,386,000	)			(4,426	)		$	(161,000	)		$	8,556,000
Series E Accrued Deemed Dividend			-				28,000								-				-				-				(28,000	)			-				-				-				-
Series F Accrued Deemed Dividend			-				-				-				15,000				-				-				(15,000	)			-				-				-				-
Stock Issuance - Vesting Milestone			-				-				-				-				6,917				-				38,000				-				-				-				38,000
Equity Compensation Charge			-				-				-				-				-				-				6,000				-				-				-				6,000
Net Loss			-				-				-				-				-				-				-				(341,000	)			-				-				(341,000	)
Balance March 31, 2026			130,000			$	1,004,000				70,000			$	540,000				2,608,705			$	27,891,000			$	7,712,000			$	(28,727,000	)			(4,426	)		$	(161,000	)		$	8,259,000
Series E Accrued Deemed Dividend			-				28,000								-				-				-				(28,000	)			-				-				-				-
Series F Accrued Deemed Dividend			-				-				-				15,000								-				(15,000	)			-				-				-				-
Stock Issuance - Vesting Milestone			-				-				-				-												-				-				-				-				-
Equity Compensation Charge			-				-				-				-				4,965				-				7,000				-				-				-				7,000
Net Loss			-				-				-				-				-				-				-				(543,000	)			-				-				(543,000	)
Balance June 30, 2026			130,000			$	1,032,000				70,000			$	555,000				2,613,670			$	27,891,000			$	7,676,000			$	(29,270,000	)			(4,426	)		$	(161,000	)		$	7,723,000

 

Yunhong Green CTI, Ltd

Unaudited Condensed Consolidated Statements of Shareholders’ Equity

 

		Series E Preferred Stock								Series F Preferred Stock								Common Stock								Paid-in				Accumulated (Deficit)				Less Treasury Stock
		Shares				Amount				Shares				Amount				Shares				Amount				Capital				Earnings				Shares				Amount				TOTAL
Balance December 31, 2024			130,000			$	864,000				70,000			$	465,000				2,599,185			$	27,533,000			$	7,858,000			$	(25,856,000	)			(4,426	)		$	(161,000	)		$	10,703,000
Series E Accrued Deemed Dividend			-				28,000								-				-				-				(28,000	)			-				-				-				-
Series F Accrued Deemed Dividend			-				-				-				15,000				-				-				(15,000	)			-				-				-				-
Common Stock Issuance for Rent							-				-				-				27,604				182,000				-				-				-				-				182,000
Equity Compensation Charge			-				-				-				-				-				-				9,000				-				-				-				9,000
Net Loss			-				-				-				-				-				-				-				(416,000	)			-				-				(416,000	)
Balance March 31, 2025			130,000			$	892,000				70,000			$	480,000				2,626,789			$	27,715,000			$	7,824,000			$	(26,272,000	)			(4,426	)		$	(161,000	)		$	10,478,000
Series E Accrued Deemed Dividend			-				28,000								-				-				-				(28,000	)			-				-				-				-
Series F Accrued Deemed Dividend			-				-				-				15,000				-				-				(15,000	)			-				-				-				-
Common Stock Issuance for Advance Investor Deposit							-				-				-				150,000				1,050,000				-				-				-				-				1,050,000
Equity Compensation Charge			-				-				-				-				-				-				8,000				-				-				-				8,000
Net Loss			-				-				-				-				-				-				-				(185,000	)			-				-				(185,000	)
Balance June 30, 2025			130,000			$	920,000				70,000			$	495,000				2,776,789			$	28,765,000			$	7,789,000			$	(26,457,000	)			(4,426	)		$	(161,000	)		$	11,351,000

 

See accompanying notes to condensed consolidated unaudited financial statements.

Reflects a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025

 

 

Yunhong Green CTI Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

 

Note 1 - Basis of Presentation and Significant Accounting Policies

 

The accompanying unaudited condensed consolidated interim financial statements have been prepared and, in the opinion of management, contain all material adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of loss and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.

 

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 23, 2026, which can be found on the Company’s website (www.ctiindustries.com) or www.sec.gov.

 

The financial information presented in these financial statements has been rounded to the nearest thousand dollars ($000), which is in accordance with our policy to simplify the presentation. The financial information is not presented in thousand-dollar increments.

 

All of the Company’s historical share and per share information related to issued and outstanding common stock, outstanding share based awards and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect the 1-for-10 reverse stock split approved by the Company’s shareholders on August 22, 2025 and effective October 1, 2025.

 

Principles of consolidation and nature of operations:

 

Yunhong Green CTI Ltd., its wholly owned subsidiary Yunhong Technology Industry (Hubei) Co., Ltd., and its inactive subsidiary CTI Supply, Inc. (collectively, the “Company”) (i) design, manufacture and distribute metalized balloon products throughout the world, (ii) distribute purchased latex balloons products, and (iii) operate systems for the production, lamination, coating and printing of films used for food packaging and other commercial uses and for conversion of films to flexible packaging containers and other products.

 

The condensed consolidated financial statements include the accounts of Yunhong Green CTI Ltd., CTI Supply, Inc., and Yunhong Technology Industry (Hubei) Co., Ltd. All intercompany accounts and transactions have been eliminated in consolidation. See Note 2 to the consolidated financial statements included in Form 10-K for the fiscal year ended December 31, 2025.

 

Use of estimates:

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the amounts reported of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period in the financial statements and accompanying notes. Actual results may differ from those estimates. The Company’s significant estimates include recoverability and impairment of long-lived assets, valuation allowances for doubtful accounts, inventory valuation and valuation of deferred tax assets.

 

Segments:

 

The Company views its operations and manages its business as one segment, both in terms of geography and operations. All manufacturing occurs in the United States. Due to the single reportable segment, this financial information is presented on the Consolidated Statements of Loss. There are no significant segment expenses reported to the chief operating decision maker (CODM), which is the Chief Executive Officer. The Company’s CODM regularly reviews financial information presented and does not evaluate the Company’s operating segment using asset or liability information. Instead, the CODM uses revenue, gross margin, and net income or loss to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information.

 

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Earnings per share:

 

Basic (loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during each period.

 

Diluted (loss) per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares of common stock and equivalents (stock options and warrants), unless anti-dilutive, during each period. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

 

For both June 30, 2026 and 2025   , shares to be issued upon the exercise of warrants aggregated 55,600. No options were outstanding for the three months ended June 30, 2026 and 2025. The number of shares included in the determination of earnings on a diluted basis for the three months ended June 30, 2026 and 2025 were none, as doing so would have been anti-dilutive.

 

Revenue recognition:

 

Net sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured at the amount of consideration the Company expects to receive in exchange for the transferred products. Revenue is recognized at the point in time when we transfer the promised products to the customer and the customer obtains control over the products. The Company recognizes revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight are included in cost of sales, as we have elected the practical expedient included in ASC 606.

 

The Company provides for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year and we have elected the practical expedient included in ASC 606. We do not incur incremental costs to obtain contracts with our customers. Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract. Therefore, the product warranties are not a separate performance obligation and are accounted for as described herein. Sales taxes assessed by governmental authorities are accounted for on a net basis and are excluded from net sales.

 

Note 2 – Liquidity and Going Concern

 

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a cumulative net loss from inception to June 30, 2026 of approximately $29 million. The accompanying financial statements for the three months ended June 30, 2026 have been prepared assuming the Company will continue as a going concern. Existing cash resources and cash expected to be generated from operations are not expected to be sufficient to fund the Company’s anticipated operating requirements over the next twelve months without additional financing.

 

The ability of the Company to continue as a going concern is dependent on the Company having adequate capital to fund its operating plan and performance. Management’s plans to continue as a going concern include raising additional capital , including through a potential registered offering of equity securities, as well as borrowings, continuing to focus on attaining profitable operations, and exploring alternative funding sources on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The supply chain challenges, inflationary pressures and tariffs have impacted on the Company’s business operations to some extent and is expected to continue to do so and these impacts may include reduced access to capital. The ability of the Company to continue as a going concern may be dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

The Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under a Credit Agreement. The Credit Agreement with Line Financial, as most recently amended in September 2025, includes a revolving credit facility for up to $7 million and a term loan of $0.7 million, all supported by the majority of our assets. This Agreement was extended during September 2025, to mature April 30, 2027, under substantially similar terms.

 

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Note 3 - Debt

 

Senior Facilities

 

On September 30, 2021 (the “Closing Date”), the Company entered into a loan and security agreement (the “Agreement”) with Line Financial (the “Lender”), which provides for a senior secured financing consisting of a revolving credit facility (the “Revolving Credit Facility) in an aggregate principal amount of up to $7 million, as amended (the “Maximum Revolver Amount”), subject to borrowing base provisions, and term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $731,250 (“Term Loan Amount” and, together with the Revolving Credit Facility, the “Senior Facilities”). The Senior Facilities are secured by substantially all assets of the Company. The Company has remained in compliance with all material covenants since inception.

 

Borrowings under the Revolving Credit Facility bear interest at the prime rate + 7.82% (14.57% as of June 30, 2026), payable monthly in arrears. The Term Loan Facility bears interest at the prime rate + 1.45% (8.2% as of June 30, 2026) and is repaid in 48 monthly installments of approximately $15,000. The Company also pays collateral monitoring fees of 4.62% of the eligible accounts receivable, inventory, and equipment supporting both facilities.

 

Originally maturing September 30, 2023, the Senior Facilities were extended to April 30, 2027 pursuant to a Fifth Amendment executed on September 30, 2025, which also increased the revolving commitment from $6.0 million to $7.0 million and added a 0.75% renewal fee, payable in two equal installments in October 2025 and September 2026. A $12,500 commitment fee was also incurred. All other material terms, including borrowing base, collateral, and covenants, remained unchanged.

 

The facility automatically renews for successive one-year periods unless either party provides written notice of termination not less than 90 days prior to the end of the then-current term. The Company may prepay the Term Loan Facility (together with accrued interest and any applicable prepayment fee) in whole, but not in part, upon at least 60 days’ prior written notice.

 

The Agreement requires the Company to maintain minimum tangible net worth of $4.0 million, subject to adjustment by the Lender. The Company was in compliance with this covenant as of June 30, 2026 and 2025. The Agreement also limits additional indebtedness, liens, dividends, mergers, and annual capital expenditures exceeding $1.0 million.

As of June 30, 2026 and December 31, 2025, the term loan balance was approximately $0.45 and $0.5 million, respectively, and the revolving balance was $4.6 million and $6.8 million, respectively. There was $2.4 million remaining available for borrowing under the Revolving Credit Facility as of June 30, 2026.

 

Notes payable, Related Party

 

The Company is party to a note payable to John H. Schwan, Director and former Chairman of the Board, for an initial amount of $1.3 million as of December 31, 2023 and an interest rate of 6%. The Company repaid $1 million to Mr. Schwan during January 2024. The parties agreed to the payment of the remaining $0.3 million at a future date to be determined. This related party note payable is subordinate to the Senior Facilities.

 

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Note 4 - Shareholders’ Equity

 

Series E Convertible Preferred Stock

 

The Company’s Articles of Incorporation, as amended, authorized the issuance of 130,000 shares of Series E Convertible Preferred Stock (“Series E Preferred”). The Series E Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the company’s common stock, no par value. Holders of the Series E Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or otherwise based on the terms of the agreement. Accrued dividends of $261,000 and $205,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 36,140 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

 

Series F Convertible Preferred Stock

 

The Company’s Articles of Incorporation, as amended, authorized the issuance of 70,000 shares of Series F Preferred. The Series F Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the Company’s common stock, no par value. Holders of the Series F Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or stock, at the Company’s discretion, based on the terms of the agreement. Accrued dividends of $140,000 and $110,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 19,460 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

 

Warrants

 

As described above, in connection with the Series E and F convertible preferred equity issuances, a total of 55,600 warrants were issued, exercisable for the Company’s common stock at the lower of $15.2 per share or 90% of the 10 day VWAP.

 

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A summary of the Company’s stock warrant activity is as follows:

 Schedule of Company’s Stock Warrant Activity

		Shares under Option (warrant)				Weighted Average Exercise Price
Balance at December 31, 2025			55,600			$	15.2
Granted			-				-
Cancelled/Expired			-				-
Exercised/Issued			-				-
Outstanding at June 30, 2026			55,600				15.2
Exercisable at June 30, 2026			55,600			$	15.2

 

As of June 30, 2026 the Company reserved the following shares of its common stock for the exercise of warrants, and preferred stock:

 Schedule of Reserved Shares For Exercise of Warrants and Preferred Stock

2025 Common Stock Warrants			55,600
Shares reserved for warrants as of June 30, 2026			55,600

 

 

Security		Preferred Shares Authorized/ Outstanding				Conversion Ratio		Common Shares Reserved
Series E Preferred Stock			130,000			10:1			1,300,000
Series F Preferred Stock			70,000			10:1			700,000
Shares reserved for Preferred Stock as of June 30, 2026									2,000,000

 

In total, 2,055,600 shares of common stock were reserved for issuance upon exercise of outstanding warrants and conversion of the Series E and Series F Preferred Stock as of June 30, 2026

 

Restricted Stock Awards

 

Restricted Stock Units, Performance-Based Restricted Stock Units and Restricted Stock Awards:

Aggregated information regarding RSUs, PSUs and RSAs granted under the Plan is summarized below:

 Summary of Aggregated Information Regarding RSUs, PSUs and RSAs granted

		RSUs, PSUs & RSAs				Weighted Average Grant- Date Fair Value
Outstanding, unvested at December 31, 2025			20,158				3.63
Granted			-				-
Vested			(8,104	)			6.47
Forfeited			-				-
Outstanding, unvested at June 30, 2026			12,054				3.01

 

Differences between amount of vested awards and shares of common stock issued are attributable to timing differences.

 

Note 5 - Legal Proceedings

 

The Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon our financial condition, cash flows or future results of operation.

 

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Note 6 – Inventories

 Schedule of Inventories

		June 30, 2026				December 31, 2025
Raw materials		$	883,000			$	749,000
Work in process			2,489,000				2,569,000
Finished goods			4,455,000				5,420,000
Total inventories		$	7,827,000			$	8,738,000

 

Note 7 - Concentration of Credit Risk

 

Concentration of credit risk with respect to trade accounts receivable is generally limited due to the large number of entities comprising the Company’s customer base. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of accounts receivable which is estimated to be uncollectible. Such losses have historically been within management’s expectations.   

 

During the three and six months ended June 30, 2026 and 2025, there were two customers whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and six months ended June 30, 2026 and 2025 are as follows:

 Schedule of Concentration Risk

		Three Months Ended								Three Months Ended
		June 30, 2026								June 30, 2025
Customer		Net Sales				% of Net Sales				Net Sales				% of Net Sales
Customer A		$	1,805,000				44	%		$	2,153,000				38	%
Customer B		$	1,536,000				37	%		$	2,456,000				44	%

 

		Six Months Ended								Six Months Ended
		June 30, 2026								June 30, 2025
Customer		Net Sales				% of Net Sales				Net Sales				% of Net Sales
Customer A		$	4,183,000				41	%		$	5,244,000				50	%
Customer B		$	4,504,000				44	%		$	2,979,000				28	%

 

As of June 30, 2026, the outstanding accounts receivable balance from these two customers was $3.2 million.

 

Note 8 - Related Party Transactions

 

Ms. Jana M. Schwan is the Company’s Chief Executive Officer. Her father, John H. Schwan, held several positions with the Company over many years, most recently as Chairman of the Board until June 2020 as discussed in Note 3, Mr. John H. Schwan was owed approximately $0.3 million as of both June 30, 2026 and December 31, 2025, in a note from the Company.

 

Icy Mellon LLC, the landlord of the Company’s Barrington Facility, is a shareholder of the Company. The Company’s Vice President – Strategy and Business Development also serves as a Manager of Icy Mellon LLC. On January 13, 2025, the Company issued 27,604 shares of common stock with an aggregate fair value of approximately $182,000 to settle rent payable that had been included in accrued expenses as of December 31, 2024. Rent expense related to Barrington facility was approximately $144,000 and $139,000 for the three months ended June 30, 2026, and 2025, respectively. As of June 30, 2026 and December 31, 2025, amounts due to Icy Mellon LLC totaled approximately $283,000 and $234,000.

 

During the three months ended June 30, 2026, the Company received a cash advance of $75,000 from Icy Mellon LLC. The Company had previously received cash advances totaling $150,000 from Icy Mellon LLC during 2025, resulting in aggregate advances of $225,000 held as of June 30, 2026. The advances were provided pending the execution of a definitive agreement, and the specific terms and purpose of the advances have not yet been finalized. Accordingly, the advances have been recorded as advances from investor on the Company’s condensed consolidated balance sheets.

 

Note 9 - Leases

 

We enter into lease contracts for certain of our facilities at two locations. Our leases have remaining lease terms of 2 two and five years.

 

The weighted average discount rate for our operating leases is 14.05%. We calculated the weighted-average discount rate using incremental borrowing rates, which equal the rates of interest that we would pay to borrow funds on a fully collateralized basis over a similar term.

 

At June 30, 2026, maturities of operating lease liabilities are as follows:

 Schedule of Maturities of Operating Lease Liabilities

2026		$	527,000
2027			1,083,000
2028			1,119,000
2029			627,000
2030			646,000
Thereafter			217,000
Total Lease Payments			4,219,000
Less: Imputed interest			(1,034,000	)
Total Lease Liabilities		$	3,185,000

 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Cautionary Note Regarding Forward Looking Statements

 

This Quarterly Report on Form 10-Q includes both historical and “forward-looking statements” within the meaning of federal securities law. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future results. Words such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar words are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report on Form 10-Q. We disclaim any intent or obligation to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform such statements to actual results or to changes in our opinions or expectations. These forward-looking statements are affected by factors, risks, uncertainties and assumptions that we make, including, without limitation, those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 under the heading “Risk Factors.”

 

Overview

 

We produce film products for novelty, packaging and container applications. These products include foil balloons, latex balloons and related products, films for packaging and custom product applications, and flexible containers for packaging and consumer storage applications. We produce all of our film products for packaging, container applications and most of our foil balloons at our plant in Lake Barrington, Illinois. The Company purchases latex balloons from an unrelated vendor and distributes in the United States, particularly to those customers that prefer a combined solution for foil and latex balloons. Substantially all our film products for packaging and custom product applications are sold to customers in the United States. We market and sell our novelty items, Balloon inspired gifts (balloons and candy arranged to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States. The Company incorporated “Green” into the Company name to communicate our intention to supply biodegradable and compostable materials to the marketplace that are developed by our partners in Asia. We created a new subsidiary, in part, for this purpose.   In recent periods, the U.S. government has imposed tariffs on certain goods imported from countries including China. Existing and future trade tariffs, import duties and quotas could also materially increase our costs of procuring the materials we use and disrupt the markets for the products we handle, which in turn could have a material adverse effect on our financial position, results of operations and cash flows.

 

Senior Credit Facilities

 

As of June 30, 2026, the Company maintained senior secured credit facilities with Line Financial, consisting of a $7.0 million revolving credit facility and a $0.7 million term loan. The facilities are secured by substantially all Company assets.

 

Borrowings under the Revolving Credit Facility bear interest at the prime rate + 7.82% (14.57% as of June 30, 2026) while the term loan bears interest at the prime rate plus 1.45% and is repaid in monthly installments of approximately $15,000. The facilities include standard financial and operational covenants, including a minimum tangible net worth requirement of $4.0 million, with which the Company was in compliance as of June 30, 2026.

 

In September 2025, the Company executed a Fifth Amendment extending maturity to April 30, 2027, and increasing the revolving commitment from $6.0 million to $7.0 million. The amendment also introduced a 0.75% renewal fee payable in two equal installments (October 2025 and September 2026) and a $12,500 commitment fee associated with the expanded facility.

 

At June 30, 2026, the company had $4.6 million outstanding on the revolving facility and $0.45 million on the term loan, with $2.4 million of remaining borrowing capacity.

 

Note Payable, Related Party

 

The Company also has a subordinated note payable to Director and former Chairman John H. Schwan bearing 6% interest, with a balance of $0.3 million remaining after a $1.0 million repayment in January 2024.

 

 

Results of Operations

 

Net Sales: Net sales for the three-month periods ended June 30, 2026 and 2025 were approximately $3,900,000 and $5,457,000, respectively, representing a decrease of $1,557,000 or 29% quarter-over-quarter. The decrease is primarily attributable to the timing of sales, as a greater portion of the Company’s spring products were shipped during the first quarter of 2026 rather than the second quarter of 2026. In addition, lower foil balloon volumes   from a significant mass retail customer, which adjusted its replenishment practices beginning in the second half of 2025, affected sales for both the three- and six-months periods.

 

For the three-month period ended June 30, 2026 and 2025, net sales by product category were as follows:

 

		Three Months Ended
		June 30, 2026								June 30, 2025
Product Category		$ (000) Omitted				% of Net Sales				$ (000) Omitted				% of Net Sales				Variance				% change
Foil Balloons		$	2,618				67	%		$	3,012				55	%		$	(394	)			-13	%
Film Products			208				5	%			350				6	%			(142	)			-41	%
Other			1,074				28	%			2,095				38	%			(1,021	)			-49	%
Total		$	3,900				100	%		$	5,457				100	%		$	(1,557	)			-29	%

 

For the six-month periods ended June 30, 2026 and 2025, net sales were $10,054,000 and $10,259,000 respectively, representing a decrease of $205,000, or 2%.

 

For the six-month periods ended June 30, 2026 and 2025, net sales by product category were as follows:

 

		Six Months Ended
		June 30, 2026								June 30, 2025
Product Category		$ (000) Omitted				% of Net Sales				$ (000) Omitted				% of Net Sales				Variance				% change
Foil Balloons		$	6,105				61	%		$	7,245				71	%		$	(1,140	)			-16	%
Film Products			247				2	%			777				8	%			(530	)			-68	%
Other			3,702				37	%			2,237				22	%			1,465				65	%
Total		$	10,054				100	%		$	10,259				100	%		$	(205	)			-2	%

 

 

Foil Balloons. Revenues from the sale of foil balloons decreased during the three-month period ended June 30, 2026 to $2,618,000 compared to $3,012,000 during the same period of 2025. The decrease is related to the timing of order and shipments.

 

Revenues from the sale of foil balloons decreased during the six-month period ended June 30, 2026 to $6,105,000 compared to $7,245,000 during the same period of 2025. The decrease is related to the timing of orders and shipments. In the second half of 2025 one of our large mass retail customers made some adjustments to their replenishment system due to a surplus in their supply chain.    

 

Films. Revenues from the sale of commercial films were $208,000 and $247,000 during the three and six month periods ended June 30, 2026, compared to $350,000 and $777,000 during the same periods of 2025. Sales in this area have been inconsistent due to a small number of customers and a significant number of competitors.

 

Other Revenues: Revenues from the sale of other products were $1,074,000 and $3,702,000 during the three and six month periods ended June 30, 2026 compared to $2,095,000 and $2,237,000 during the same periods of 2025. Other revenues during these periods primarily consisted of: (i) sales of balloon-inspired gift products, including candy and small inflated balloons packaged in small containers; and (ii) sales of accessories and supply items related to balloon products. The main reason for the fluctuation of the sales is due to timing of Valentine’s Day related shipments, which occurred in December 2024 compared to Q1 2025 for the following year.

 

Sales to a limited number of customers continue to represent a large percentage of our net sales. The table below illustrates the impact on sales of our top three and ten customers for the three and six month periods ended June 30, 2026 and 2025.

 

		Three Months Ended June 30,
		% of Sales
		2026				2025
Top 3 Customers			87	%			86	%
Top 10 Customers			94	%			94	%

 

		Six Months Ended June 30,
		% of Sales
		2026				2025
Top 3 Customers			87	%			84	%
Top 10 Customers			94	%			93	%

 

 

During the three and six months ended June 30, 2026 and 2025, there were two customers whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and six months ended June 30, 2026 and 2025 are as follows:

 

		Three Months Ended June 30,
		2026								2025
Customer		Net Sales				% of Net Sales				Net Sales				% of Net Sales
Customer A		$	1,805,000				44	%		$	2,153,000				38	%
Customer B		$	1,536,000				37	%		$	2,456,000				44	%

 

		Six Months Ended June 30,
		2026								2025
Customer		Net Sales				% of Net Sales				Net Sales				% of Net Sales
Customer A		$	4,183,000				41	%		$	5,244,000				50	%
Customer B		$	4,504,000				44	%		$	2,979,000				28	%

 

As of June 30, 2026, the total amounts owed to the Company by these customers were approximately $3,195,000 or 97% of the Company’s consolidated accounts receivable. The amounts owed at June 30, 2025 by these customers were $3,484,000 or 89% of the Company’s consolidated accounts receivable. This concentration also affects the Company’s liquidity: eligible accounts receivable from these customers constitute a substantial portion of the borrowing base under the Revolving Credit Facility, and the loss of, or significant payment delays by, either customer would reduce availability thereunder.

 

Cost of Sales. During the three and six month periods ended June 30, 2026, the cost of sales was $3,362,000 and $8,502,000 compared to $4,479,000 and $8,415,000 respectively for the same periods of 2025, with the change driven largely by changes in sales volume. As a percentage of sales, cost of sales was 86% and 85% during the three and six months ended June 30, 2026, compared to 82% during the three and six months ended June 30, 2025. The increase in cost of sales is attributed to increased purchase costs due to inflationary trends in the US market.

 

General and Administrative. During the three and six month periods ended June 30, 2026, general and administrative expenses were $675,000 and $1,598,000 as compared to $754,000 and $1,593,000, respectively, for the same periods of 2025.

 

Selling, Advertising and Marketing: During the three and six month periods ended June 30, 2026, selling, advertising and marketing expenses were $183,000 and $373,000 as compared to $205,000 and $410,000, respectively, for the same period in 2025. Selling, advertising and marketing costs have decreased by $22,000 and $37,000.

 

Other Income (Expense): During the three and six month periods ended June 30, 2026, the Company incurred interest expense of $225,000 and $467,000 as compared to interest expense of $227,000 and $465,000, respectively, during the same periods of 2025.

 

Financial Condition, Liquidity and Capital Resources

 

Cash Flow Items.

 

Operating Activities. During the six months ended June 30, 2026, net cash provided by operations was $2,535,000, compared to net cash provided by operations during the six months ended June 30, 2025 of $1,714,000.

 

Significant changes in working capital items during the six months ended June 30, 2026 included:

 

	●	A decrease in accounts receivable of $2,660,000 compared to a decrease in accounts receivable of $1,608,000 in the same period of 2025.
	●	A decrease in inventory of $911,000 compared to a decrease in inventory of $313,000 in 2025.
	●	A decrease in trade payables of $195,000 compared to a decrease in trade payables of $104,000 in 2025.
	●	An increase in prepaid expenses and other assets of $68,000 compared to a decrease of $169,000 in 2025.
	●	A decrease in accrued liabilities of $323,000 compared with a decrease in accrued liabilities of $50,000 in 2025.

 

Investing Activity. During the six months ended June 30, 2026, cash used in investing activity was $30,000, compared to cash used in investing activity for the same period of 2025 in the amount of $42,000.

 

Financing Activities. During the six months ended June 30, 2026, cash used in financing activities was $2,282,000 compared to cash used in financing activities for the same period of 2025 in the amount of $1,874,000. Financing activity during 2026   consisted principally of changes in the balances of revolving and principal repayments on term loan debt.

 

Liquidity and Capital Resources.

 

At June 30, 2026, the Company had cash balances of $320,000 compared to cash balances of $18,000 for the same period of 2025.

 

 

The ability of the Company to continue as a going concern is dependent on the Company executing its business plan and, if unable to do so, in obtaining adequate capital on acceptable terms to fund any operating losses. Management’s plans to continue as a going concern include raising additional capital, including through a potential registered offering of equity securities, as well as borrowings, continuing to focus on attaining profitable operations, and exploring alternative funding sources on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

 

The supply chain constraints, inflationary pressures and tariffs are expected to impact to some extent our operations and reduced access to capital. The ability of the Company to continue as a going concern is dependent upon its ability to successfully generate or otherwise secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Although the Company remained in compliance with all financial covenants under the Credit Agreement as of June 30, 2026, management concluded that substantial doubt exists because anticipated operating cash flows and liquidity remain dependent upon obtaining additional financing or achieving sustained profitability.

 

The Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under the Credit Agreement. While the Company expects to have access to needed capital at reasonable cost, there can be no assurance of success, and as such, might negatively impact the Company’s ability to continue as a going concern.

 

Seasonality

 

In the foil balloon product line, sales have historically been seasonal with approximately 40% occurring in the period from December through March of the succeeding year and 24% being generated in the period July through October in recent years.

 

Critical Accounting Estimates

 

The critical accounting estimates utilized by the Company in preparation of the accompanying financial statements are set forth in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies since December 31, 2025.

 

Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk

 

Not applicable.

 

Item 4. Controls and Procedures

 

(a) Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the time periods required by the Commission’s rules and forms.

 

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (principal executive officer) and Corporate Controller (principal financial officer), of the effectiveness of the design and operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of June 30, 2026  . Based on this evaluation, the Chief Executive Officer (principal executive officer) and Corporate Controller (principal financial officer) concluded that our disclosure controls and procedures were not effective as of June 30, 2026, the end of the period covered by this Quarterly Report on Form 10-Q, due to the material weaknesses described below.

 

 

(b) Management’s Report on Internal Control over Financial Reporting

 

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

 

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

Management has assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making our assessment of the effectiveness of internal control over financial reporting, management used the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

 

A material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements will not be prevented or detected on a timely basis. As a result of our evaluation of our internal control over financial reporting, management identified the following material weaknesses in our internal control over financial reporting:

 

●

We lack a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account for the application of new accounting standards as well as significant, unusual transactions particularly with regard to equity financing arrangements and the timing of recognition of certain non-cash charges.

 

Accordingly, management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2026.

 

Plan for Remediation of Material Weakness

 

The Company intends to remediate the material weakness through measures that are expected to include engaging outside technical accounting resources with respect to significant and unusual transactions, including equity financing arrangements; enhancing management review procedures over the application of new accounting standards and the timing of recognition of non-cash charges; and periodic reporting to the Audit Committee on remediation progress. As management continues to evaluate and refine our internal control framework, additional steps may be taken to address any remaining deficiencies or to further strengthen remediation measures already in place.

 

(c) Changes in Internal Control over Financial Reporting

 

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

 

Part II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

The Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon our financial condition, cash flows or future results of operation.

 

Item 1A. Risk Factors

 

There have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

None.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

On April 22, 2026, the Board of Directors of Yunhong Green CTI Ltd. (the “Company”) appointed Fred H.F. Chak, an existing member of the Board, to serve as Chairman of the Board, effective April 27, 2026. Mr. Chak succeeds Gerald D. Roberts Jr., who has served as interim Chairman of the Board since February 17, 2026. Mr. Roberts will continue to serve as a director of the Company.

 

During the fiscal quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.

 

 

Item 6. Exhibits

 

The following are being filed as exhibits to this report:

 

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
31.2*		Certification of Corporate Controller and Principal Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
32**		Certification of Chief Executive Officer, Corporate Controller and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101*		Interactive Data Files, including the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) the Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*		Filed herewith
**		furnished herewith

 

 

SIGNATURES

 

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 thereunto duly authorized.

 

Date: August 7, 2026	Yunhong Green CTI Ltd.
	By:	/s/ Jana M. Schwan
		Jana M. Schwan
		Chief Executive Officer
	By:	/s/ Sree Kommana
		Sree Kommana
		Corporate Controller and Principal Financial Officer