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): ~~December~~April 1324, ~~2024~~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 53.0701 ~~Submission~~Notice of ~~Matters~~Delisting or Failure to Satisfy a ~~Vote~~Continued ofListing ~~Security~~Rule ~~Holders~~or Standard.

On ~~December~~October 1321, 2024, Yunhong Green CTI Ltd. (“CTI” or the “Company”), ~~convened~~received ~~its~~written ~~Annual~~notice ~~Meeting~~(the of“Notice”) from ~~shareholders~~The ~~for~~Nasdaq Capital Market (“Nasdaq”) stating that the ~~purpose~~Company ~~of holding~~was anot ~~shareholder~~in ~~vote~~compliance with Nasdaq Listing Rule 5550(a)(2) (the “~~Annual~~Minimum ~~Meeting~~Bid Price Rule”). Atbecause the ~~Annual~~Company’s ~~Meeting,~~common stock failed to maintain a minimum closing bid price of $1.00 for 30 consecutive business days. The Notice has no immediate effect on the ~~shareholders~~Nasdaq listing or trading of the Company’s ~~voted:~~common stock.

1.The Notice Toprovided ~~elect~~an 5initial ~~directors~~180 tocalendar ~~hold~~day ~~office~~period, ~~for~~or auntil ~~one-year~~April ~~term~~21, ~~that will expire at the~~ 2025, ~~annual~~in ~~meeting~~which ofto ~~shareholders~~regain ~~(“Proposal 1”) 2. To ratify the appointment of Wolf & Company~~compliance, ~~P.C.~~pursuant asto ~~auditors~~Listing ~~of the Company for the fiscal year ending December 31, 2024~~ Rule 5810(~~“Proposal 2”~~c) ~~3. To transact such other business as may property come before the meeting~~ (~~“Proposal~~ 3”)(A).

The ~~proposals~~Company ~~are~~was ~~described~~unable into ~~detail~~gain incompliance within the initial 180-day grace period, therefore on April 24, 2025, a second grace period was granted by Nasdaq which allows the Company an additional 180-day period or until October 19, 2025 to regain compliance. The Company intends to actively monitor the closing bid price of its common stock and will evaluate available options to regain compliance with the Minimum Bid Price Rule. If, at any time before that date the bid price of the Company’s ~~definitive~~common ~~proxy~~stock ~~statement~~closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq will notify the ~~Annual~~Company ~~Meeting~~that ~~filed~~it has achieved compliance with the ~~Securities~~Minimum Bid Price ~~and~~Rule. ~~Exchange~~If ~~Commission~~the onCompany ~~November~~fails 1to cure the deficiency during the second compliance period, ~~2024~~the Company will effect a reverse stock split, if necessary.

~~The~~This ~~number~~summary ofis ~~shares~~not ofintended ~~common~~to ~~stock~~include ~~entitled~~all toterms ~~vote~~of at the ~~Annual Meeting was 25~~Notice,~~848,187.~~ ~~The~~which ~~number~~is offiled ~~shares~~as ofExhibit ~~common stock present or represented by valid proxy at the Annual Meeting was 16,316,222~~99. ~~Proposals~~ 1, 2,to ~~and~~this 3Current ~~submitted~~Report toon aForm ~~vote~~8-K ofand ~~the Company’s~~are ~~stockholders~~incorporated atby ~~the~~reference ~~Annual~~into ~~Meeting~~this ~~were~~Item ~~approved~~3.01.

~~The~~Item ~~votes~~No. ~~cast~~9.01 ~~with~~– ~~respect~~Financial toStatements ~~each~~and ~~matter voted upon are set forth below.~~Exhibits

Proposal 1:

Exhibit No.		Exhibit

99.1		Notice from Nasdaq, dated April 24, 2025.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Yubao Li

Votes For		Withheld		Broker Non-Votes
12,766,628		33,707		3,515,887

Frank Cesario

Votes For		Withheld		Broker Non-Votes
12,766,628		33,307		3,515,887

Douglas Bosley

Votes For		Withheld		Broker Non-Votes
12,337,097		463,238		3,515,887

Gerald (J.D.) Roberts, Jr.

Votes For		Withheld		Broker Non-Votes
12,497,754		302,581		3,515,887

Philip Wong

Votes For		Withheld		Broker Non-Votes
12,337,097		463,238		3,515,887

Proposal 2:

Votes For		Votes Against		Abstain		Broker Non-Votes
16,172,592		142,022		1,608		3,515,887

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: December 16, 2024	YUNHONG GREEN CTI LTD.
Dated: April 28, 2025	YUNHONG GREEN CTI LTD.
	By:	/s/ Jana M. Schwan
	Name:	Jana M. Schwan
	Title:	Chief Executive Officer

Filing Compare · YUNHONG GREEN CTI LTD.