Yunhong Green Cti Ltd 8-K, filed Mar 11, 2022
Yunhong Green Cti Ltd. (YHGJ)
About this 8-K
Yunhong Green Cti Ltd filed this 8-K on March 11, 2022, reporting on events of March 8, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 9.01: Financial statements and exhibits
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
|
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
|
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))
|
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
|
The
(The Nasdaq Capital Market)
|
|
Item 3.01
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard.
|
|
Exhibit No.
|
Exhibit
|
|
|
99.1
|
||
|
99.2
|
||
|
104
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
Dated:
|
March 11, 2022
|
YUNHONG CTI LTD.
|
|
|
By:
|
/s/ Frank Cesario
|
||
|
Name:
|
Frank Cesario
|
||
|
Title:
|
Chief Executive Officer
|
||
Exhibit 99.1
 |
 |
Sent via Electronic Delivery to: fcesario@ctiindustries.com
March 8, 2022
Mr. Frank Cesario
Chief Executive Officer
Yunhong CTI Ltd.
22160 N. Pepper Road Lake Barrington, Illinois 60010
|
Re: |
Yunhong CTI Ltd. (the “Company”) |
Dear Mr. Cesario:
As we discussed, our Listing Rules (the “Rules”) require listed securities to maintain a minimum bid price of $1 per share. Based upon the closing bid price for the last 30 consecutive business days, the Company no longer meets this requirement.1 However, the Rules also provide the Company a compliance period of 180 calendar days in which to regain compliance.
If at any time during this 180 day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, we will provide you written confirmation of compliance and this matter will be closed. Please note that if the Company chooses to implement a reverse stock split, it must complete the split no later than ten business days prior to the expiration date in the table below in order to regain compliance.2
In the event the Company does not regain compliance, the Company may be eligible for additional time. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company meets these requirements, we will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, we will provide notice that its securities will be subject to delisting.3
Our Rules require that the Company promptly disclose receipt of this letter by either filing a Form 8-K, where required by SEC rules, or by issuing a press release. The announcement needs to be made no later than four business days from the date of this letter and must include the continued listing criteria that the Company does not meet, and a description of each specific basis and concern identified by Nasdaq in reaching the determination.4 The Company must also provide a copy of the announcement to Nasdaq’s MarketWatch Department at least 10 minutes prior to its public release.5 Please note that if you do not make the required announcement trading in your securities will be halted.6
1 For online access to all Nasdaq Rules, please see “Nasdaq Online Resources,” included with this letter.
2 For additional information with respect to compliance periods please see the “Nasdaq Online Resources” on the attached page and access the link “Frequently Asked Questions” related to “continued listing.”
3 At that time, the Company may appeal the delisting determination to a Hearings Panel.
4 Listing Rule 5810(b). See FAQ #428 available on the Nasdaq Listing Center.
5 The notice must be submitted to Nasdaq’s MarketWatch Department through the Electronic Disclosure service available at nasdaq.net/ED/IssuerEntry.
6 Listing Rule IM-5810-1.
 |
Mr. Frank Cesario
March 8, 2022
Page 2
The following table summarizes the critical dates and information as related to this matter.
|
Period below $1.00 |
Expiration of 180 |
Public Announcement |
Relevant Listing Rules |
|
January 21, 2022 to March 7, 2022 |
September 5, 2022 |
March 14, 2022 |
5550(a)(2) – bid price |
Finally, an indicator will be displayed with quotation information related to the Company’s securities on NASDAQ.com and NASDAQTrader.com and may be displayed by other third party providers of market data information. Also, a list of all non-compliant Nasdaq companies and the basis for such non-compliance is posted on our website at listingcenter.nasdaq.com. The Company will be included in this list commencing five business days from the date of this letter.
If you have any questions, please do not hesitate to contact me at +1 301 978 8072.
Sincerely,
Rachel Scherr
Listing Analyst
Nasdaq Listing Qualifications
7 Listing Rule 5810(c)(3)(A)(iii) states in part: “if during any compliance period specified in this Rule 5810(c)(3)(A) a Company’s security has a closing bid price of $0.10 or less for ten consecutive trading days, the Listing Qualifications Department shall issue a Staff Delisting Determination under Rule 5810 with respect to that security.”
Exhibit 99.2
|
|
|
Sent via Electronic Delivery to: fcesario@ctiindustries.com
March 8, 2022
Mr. Frank Cesario
Chief Executive Officer
Yunhong CTI Ltd.
22160 N. Pepper Road
Lake Barrington, IL 60010
|
Re: |
Yunhong CTI Ltd. (the “Company”) |
Dear Mr. Cesario:
On January 12, 2022, Staff notified the Company that it did not comply with Listing Rule 5620(a) (the “Rule”), which requires that it hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year end. Based on our review of the materials submitted on February 15 and March 8, 2022, Staff has determined to grant the Company an extension to regain compliance with the Rule, as described below.
According to the Company’s plan of compliance, the delay in holding the annual meeting was due to confusion within the Company surrounding the annual meeting requirement. The Company intends to file its Form 10-K by March 31, 2022 and thereafter solicit proxies for its annual meeting. In that regard, the Company intends to hold its annual meeting by June 17, 2022.
Staff has determined to grant the Company an extension until June 17, 2022 to regain compliance with the Rule by holding an annual meeting of shareholders. At the annual meeting, shareholders must be afforded the opportunity to discuss Company affairs with management and, if required by the Company's governing documents, to elect directors. In the event the Company does not satisfy the terms, Staff will provide written notification that its securities will be delisted. At that time, the Company may appeal Staff’s determination to a Hearings Panel.
If you have any questions, please contact me, at + 1 301 978 8072.
|
|
Mr. Frank Cesario
March 8, 2022
Page 2
Sincerely,
Rachel Scherr
Associate Director
Nasdaq Listing Qualifications