Yunhong Green CTI Ltd.: enters into conversion restriction agreements

What happened

• On Sep 29, 2026, Yunhong Green CTI Ltd. reported that it entered into Conversion Restriction and Waiver Agreements with Wickbur Holdings LLC and Agile Wisdom International Limited in connection with a proposed public offering. Each Holder has agreed not to convert its Preferred Stock, exercise its Warrant, or transfer either (other than to a permitted transferee bound by the Agreement) during a restricted period.
• On Oct 1, 2026, the board fixed Dec 30, 2026 as the date of the company’s 2026 annual meeting of shareholders, to be held at 9:00 a.m. Central Time, and set related submission deadlines.

Key details

• Wickbur Holdings LLC holds all 130,000 outstanding shares of Series E convertible preferred stock and Common Stock Purchase Warrant No. E-1; Agile Wisdom International Limited holds all 70,000 outstanding shares of Series F convertible preferred stock and Common Stock Purchase Warrant No. F-1.
• The restricted period continues until 61 days after a Holder delivers written notice of termination, which a Holder may not deliver before the later of (i) the final closing or abandonment of the Offering and (ii) the second anniversary of the Agreement.
• Each Holder consented to the Offering under the applicable stock purchase agreement and certificate of designation and waived piggyback registration rights; the company waived its right to require exercise of the Warrants during the restricted period. The Series F Agreement also prohibits payment of dividends on the Series F Preferred Stock in shares of Common Stock during the restricted period.
• As consideration, the company extended the expiration date of each Warrant from Mar 11, 2027 to Mar 11, 2029.
• Annual meeting and filing deadlines: director nomination notice under the bylaws must be received by the corporate secretary by Oct 15, 2026; Rule 14a-19 proxy contest notices must be delivered by Oct 31, 2026; Rule 14a-8 shareholder proposal submissions for proxy inclusion must be received by Oct 23, 2026.

Why it may matter

• This filing reports Item 1.01 (entry into a material definitive agreement) covering conversion restrictions and waivers related to preferred stock and warrants in connection with a proposed public offering, and Item 5.08 (shareholder director nominations) covering the annual meeting date and shareholder submission deadlines. This filing does not show why the insider traded or why the company acted.