4//SEC Filing
Li Yubao 4
Accession 0001437749-20-007798
CIK 0001042187other
Filed
Apr 14, 8:00 PM ET
Accepted
Apr 15, 8:09 PM ET
Size
9.6 KB
Accession
0001437749-20-007798
Insider Transaction Report
Form 4
Yunhong CTI Ltd.CTIB
Li Yubao
Director
Transactions
- Purchase
Common Stock
2020-04-13$1.00/sh+260,000$260,000→ 400,000 total(indirect: By LF International Pte. Ltd.) - Purchase
Series A Preferred Stock
2020-04-13$10.00/sh+130,000$1,300,000→ 450,000 total(indirect: By LF International Pte. Ltd.)Exercise: $1.00→ Common Stock (1,300,000 underlying)
Footnotes (5)
- [F1]Pursuant to the Amendment No. 2 to that certain Stock Purchase Agreement (the "Amendment No. 2") by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. ("LF") dated April 13, 2020, the Company agreed to issue and sell 130,000 shares of Series A Convertible Preferred Stock ("Series A Preferred Stock") of the Company to LF (the "Additional Interim Closing"). As an inducement to enter into the Amendment No. 2, the Company (i) granted to LF the right to appoint and elect a third member to the Company's Board of Directors at the Company's next annual meeting of stockholders and (ii) agreed to issue to LF 260,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share.
- [F2]On April 13, 2020, the parties completed the Additional Interim Closing by which the Company issued to LF 130,000 shares of Series A Preferred Stock and 260,000 shares of Common 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 and Common Stock.
- [F3]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 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 Common Stock.
- [F4]The Series A Preferred Stock is convertible at any time, except that it may not be converted into shares of Common Stock to the extent such conversion would result in the holder beneficially owning more than 4.99% ("Maximum Percentage") of the Company's outstanding Common Stock. In connection with the Additional Interim Closing on April 13, 2020, LF waived such Maximum Percentage.
- [F5]Holders of Series A Preferred Stock shall vote together with the holders of the 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.
Documents
Issuer
Yunhong CTI Ltd.
CIK 0001042187
Entity typeother
Related Parties
1- filerCIK 0001795255
Filing Metadata
- Form type
- 4
- Filed
- Apr 14, 8:00 PM ET
- Accepted
- Apr 15, 8:09 PM ET
- Size
- 9.6 KB