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~~October 2615, 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 3.0301 ~~Material~~Notice ~~Modification~~of Delisting or Failure to ~~Rights~~Satisfy ofa ~~Security~~Continued ~~Holders~~Listing Rule or Standard.

On ~~August~~October 2215, 2025, Yunhong Green CTI, Ltd. (~~the~~ “~~Company~~CTI”) ~~received~~or ~~approval from its stockholders to effect a reverse stock split (~~the “~~Reverse Stock Split~~Company”), atreceived awritten ~~ratio~~notice offrom ~~one-for-ten (1:10) (~~the ~~“Exchange~~Nasdaq ~~Ratio”) of the Company’s~~Capital ~~common~~Market ~~stock, no par value~~ (~~the~~ “~~Common Stock~~Nasdaq”), ~~and~~that ~~a corresponding reduction of~~ the Company’s ~~authorized~~had ~~shares~~regained ~~of Common~~compliance ~~Stock~~with ~~(the~~Nasdaq ~~“Authorized~~Listing ~~Share~~Rule ~~Reduction”~~5550(a).(2) ~~The Reverse Stock Split is expected to become effective by 9:00 a.m. Eastern Time on October 1, 2025~~ (the “~~Effective~~Minimum ~~Time~~Bid Price Rule”).

On October 21, 2024, the Company received written notice from The Nasdaq Capital Market (“Nasdaq”) stating that the Company ~~Common~~was ~~Stock~~not isin ~~expected~~compliance towith ~~commence~~Nasdaq ~~trading~~Listing onRule 5550(a)(2) ~~reverse~~(the ~~split-adjusted~~“Minimum ~~basis~~Bid atPrice ~~around~~Rule”) 9because the Company’s common stock failed to maintain a minimum closing bid price of $1.m00 for 30 consecutive business days. ~~Eastern~~The ~~Time~~Notice onhas ~~October~~no 1,immediate ~~2025~~effect ~~under~~on the ~~existing~~Nasdaq listing or trading ~~symbol~~of ~~“YHGJ~~the Company’s common stock.” ~~The~~This ~~new~~Notice ~~CUSIP~~provided ~~number~~an ~~for~~initial ~~the~~180 ~~Common~~calendar ~~Stock~~day ~~following~~period, ~~the~~or ~~Reverse~~until April ~~Stock~~21, ~~Split~~2025, isin ~~98873Q 209~~which to regain compliance, pursuant to Listing Rule 5810(c)(3)(A).

The ~~Reverse~~Company ~~Stock~~was ~~Split~~unable ~~will~~to ~~affect~~gain ~~all~~compliance ~~stockholders~~within ~~uniformly~~the ~~and~~initial ~~will~~180-day ~~not~~grace ~~alter~~period, ~~any~~therefore ~~stockholder’s~~on ~~percentage~~April ~~ownership~~24, ~~interest or proportionate voting power in the Company’s equity~~2025, ~~except~~a ~~for~~second degrace ~~minimis~~period ~~changes~~was granted asby aNasdaq ~~result~~which ofallowed the ~~elimination~~Company ofan ~~fractional shares.~~additional No180-day ~~fractional~~period ~~shares~~or ~~will~~until beOctober ~~issued~~19, in2025 ~~connection~~to ~~with~~regain ~~the Reverse Stock Split~~compliance. ~~Stockholders~~The ~~who would otherwise be entitled~~Company committed to effect a ~~fractional~~reverse ~~share~~stock ofsplit, ~~Common~~if ~~Stock~~necessary, ~~are~~in ~~instead~~order ~~entitled~~ to aregain ~~cash~~compliance. ~~payment~~On ~~equal~~August to22, ~~their~~2025, ~~respective pro rata portion of~~ the ~~total net~~Company ~~proceeds~~received approval from ~~the~~its ~~sale~~stockholders ofto ~~all~~effect ~~aggregated~~a ~~fractional~~reverse ~~shares~~stock ~~promptly~~split ~~after~~at ~~the~~a ~~Effective~~ratio ~~Time~~of ~~at the then~~one-~~prevailing~~for-ten ~~prices~~(1:10) onof the ~~open~~ ~~market.~~Company’s ~~The~~common ~~Reverse~~stock, ~~Stock~~no ~~Split~~par ~~will~~value. The ~~reduce~~reverse ~~the~~stock ~~number~~split ofbecame ~~shares~~effective ~~outstanding~~on ~~from~~October 271,~~738,626~~ ~~to 2,773,862, subject to adjustment for fractional shares~~2025.

This summary is not intended to include all terms of the Notice, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and are incorporated by reference into this Item 3.01.

Item No. 9.01 – Financial Statements and Exhibits

	Exhibit No.		Exhibit

	99.1		Notice from Nasdaq, dated October 15, 2025.

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

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.
Dated: October 20, 2025	YUNHONG GREEN CTI LTD.
	By:	/s/ Jana M. Schwan
	Name:	Jana M. Schwan
	Title:	Chief Executive Officer

Filing Compare · YUNHONG GREEN CTI LTD.