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2025-09-26
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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 |
