4//SEC Filing
Li Yubao 4
Accession 0001437749-20-000673
CIK 0001042187other
Filed
Jan 14, 7:00 PM ET
Accepted
Jan 15, 4:32 PM ET
Size
7.9 KB
Accession
0001437749-20-000673
Insider Transaction Report
Form 4
Li Yubao
Director
Transactions
- Purchase
Series A Preferred Stock
2020-01-13$10.00/sh+250,000$2,500,000→ 250,000 total(indirect: By LF International Pte. Ltd.)Exercise: $1.00→ Common Stock (2,500,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Stock Purchase Agreement by and between CTI Industries Corporation ("Company") and LF International Pte. Ltd. ("LF") dated January 3, 2020, LF agreed to purchase, in multiple closings, up to 500,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") of the Company. On January 13, 2020, the parties completed an initial closing by which LF purchased 250,000 Series A Preferred Stock. Each share of Series A Preferred Stock of the Company is initially convertible into ten (10) shares of the Company's common stock, subject to certain conditions, and has no expiration date. Mr. Li has 95% voting and dispositive control over the shares held by the LF and may be deemed the beneficial owner of such Series A Preferred Stock.
- [F2]Each holder of Series A Preferred Stock shall have the right to convert the stated value of such shares, as well as accrued but unpaid declared dividends thereon (collectively the "Conversion Amount") into shares of the Company's common stock. The number of shares of common stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments, such that each share of Series A Preferred Stock is initially convertible into ten (10) shares of the Company's common stock.
- [F3]The Series A Preferred Stock is convertible at any time, except that it may not be converted to the shares of the Company's common stock to the extent such conversion would result in the holder beneficially owning more than 4.99% of the Company's outstanding common stock. Additionally, until the Company obtains shareholder approval for the issuance of the common stock underlying the Series A Preferred Stock, as may be required by the applicable rules and regulations of the Nasdaq Stock Market, the Company may not issue, upon conversion of the Series A Preferred Stock, a number of shares of common stock which, when aggregated with any shares of common stock previously issued upon conversion of the Series A Preferred Stock, would equal 20% or more of the common stock of 20% or more of the voting power of the Company.
- [F4]Holders of Series A Preferred Stock shall vote together with the holders of the Company's common stock on an as-if-converted basis, whereby each share of the Series A Preferred Stock will be entitled to ten (10) votes, subject to adjustment. Notwithstanding the foregoing, holders of Series A Preferred Stock may not vote shares of the Series A Preferred Stock to the extent the shares of common stock issuable upon conversion of such Series A Preferred Stock would exceed the conversion limitations described above.
Documents
Issuer
CTI INDUSTRIES CORP
CIK 0001042187
Entity typeother
Related Parties
1- filerCIK 0001795255
Filing Metadata
- Form type
- 4
- Filed
- Jan 14, 7:00 PM ET
- Accepted
- Jan 15, 4:32 PM ET
- Size
- 7.9 KB