YHGJ 8-K
Yunhong Green Cti Ltd. (YHGJ)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in charter)
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(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 | ||
(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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
Until April 1, 2024, Yunhong Green CTI Ltd. (“YGCTI” or the “Company”), had engaged BF Borgers CPA PC (BFB) as the Company’s independent registered public accounting firm. The audit relationship began during December 2022 and included audits of the financial statements and related Form 10-K filings for the periods ended December 31, 2022 and December 31, 2023. The Audit Committee selected Wolf & Company, PC as the Company’s independent registered public accounting firm as of April 1, 2024.
On May 3, 2024, the Company became aware that BFB had agreed to be suspended from appearing or practicing before the SEC. Because of this, the Company may no longer use audit reports or consent from BFB in future filings. Without the 2023 audit report, the Company’s new auditors will need to perform procedures related to 2023 balances in order to be able to perform an effective review of required 2024 filings, including the Form 10-Q for the period ended March 31, 2024. The Company is working with its new audit firm to perform this work. Until this is completed, the Company will not be able to issue filings during 2024.
On May 22, 2024, the Company received written notice (the “Notice”) from The Nasdaq Capital Market (“Nasdaq”) stating that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) because the Company had not filed its Form 10-Q for the period ended March 31, 2024 as required. The Notice has no immediate effect on the Nasdaq listing or trading of the Company’s common stock.
The Notice requires disclosure of this information, as well as the submission of a plan to regain compliance no later than July 22, 2024. If the Nasdaq chooses to accept the Company’s plan, it may grant an exception of up to 180 calendar days, or until November 18, 2024, in which to regain compliance. If the Nasdaq does not accept the Company’s plan, the Company would have the opportunity to appeal the decision to a Hearings Panel.
The Company intends to submit a timely plan with the objective to restore compliance and maintain its listing.
This summary is not intended to include all terms of the Notice, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 3.01.
Item No. 9.01 – Financial Statements and Exhibits
| Exhibit No. | Exhibit | |
| 99.1 | Notice from Nasdaq, dated May 22, 2024. | |
| 99.2 | Press Release dated May 28, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: May 28, 2024 | YUNHONG CTI LTD. | |
| By: | /s/ Frank J. Cesario | |
| Name: | Frank J. Cesario | |
| Title: | Chief Executive Officer and | |
| Acting Chief Financial Officer | ||
Exhibit 99.1
Exhibit 99.2
Yunhong Green CTI Ltd. Receives Non-Compliance Notification from Nasdaq Related to its Inability to file its 10-Q for the Period Ended March 31, 2024
Prior Auditor Suspended from Practicing, Requiring Additional Work to be Performed Prior to issuing 2024 Filings
LAKE BARRINGTON, IL, May 28, 2024 – Yunhong Green CTI Ltd. (Nasdaq: YHGJ) (“Yunhong Green CTI” or the “Company”), a leading manufacturer of custom film products, foil and latex novelty balloons, and flexible packaging products, today announced its receipt of a May 22, 2024 notice from The Nasdaq Capital Market indicating the Company’s non-compliance with Listing Standard 5250(c)(1), as the Company has not filed its 10-Q for the period ended March 31, 2024 as required.
As previously reported, BF Borgers CPA PC (BFB) was engaged as the Company’s independent registered public accounting firm until The Audit Committee selected Wolf & Company, PC as the Company’s independent registered public accounting firm as of April 1, 2024. On May 3, 2024, the Company became aware that BFB had agreed to be suspended from appearing or practicing before the SEC. Because of this, the Company may no longer use audit reports or consent from BFB in future filings. Without the 2023 audit report, the Company’s new auditors will need to perform procedures related to 2023 balances in order to be able to perform an effective review of required 2024 filings, including the Form 10-Q for the period ended March 31, 2024. The Company is working with its new audit firm to perform this work. Until this is completed, the Company will not be able to issue filings during 2024.
The Company must present its plan to regain compliance to Nasdaq no later than July 22, 2024, at which time the Nasdaq may grant an exception to later than November 18, 2024. If the Nasdaq does not accept the Company’s plan to regain compliance, the Company may appeal that decision to Hearings Panel. The Company intends to submit its plan to regain compliance no later than July 22, 2024.
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 and in several other countries. For more information about our business, visit our corporate website at www.ctiindustries.com.
Company Contact:
+ 1-847-382-1000