UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________to_________

Commission File Number

000-23115

YUNHONG GREEN CTI LTD.

(Exact name of registrant as specified in its charter)

Illinois		36-2848943
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

22160 N. Pepper Road
Lake Barrington, Illinois		60010
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 382-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Ticker symbol(s)		Name of each exchange on which registered
Common Stock, no par value per share		YHGJ		The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller Reporting Company ☒

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Based upon the closing price of $1.25 per share of the Registrant’s Common Stock as reported on NASDAQ Capital Market tier of The NASDAQ Stock Market on June 28, 2024, the aggregate market value of the voting common stock held by non-affiliates of the Registrant was then approximately $10,000,000. (The determination of stock ownership by non-affiliates was made solely for the purpose of responding to the requirements of the Form and the Registrant is not bound by this determination for any other purpose.)

The number of shares outstanding of the Registrant’s Common Stock as of March 20, 2025 was 25,891,845 (excluding treasury shares).

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant’s definitive Proxy Statement for the Annual Meeting of Shareholders (the “2024 Proxy Statement”) is incorporated by reference in Part III of this Form 10-K to the extent stated herein. The 2024 Proxy Statement, or an amendment to this Form 10-K, will be filed with the SEC within 120 days after December 31, 2024. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as a part hereof.

TABLE OF CONTENTS

INDEX

FORWARD LOOKING STATEMENTS

Part I

Item No. 1	Description of Business	1
Item No. 1B	Unresolved Staff Comments	10
Item No. 1C	Cybersecurity	10
Item No. 2	Properties	11
Item No. 3	Legal Proceedings	11

Part II

Item No. 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item No. 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item No. 7A	Quantitative and Qualitative Disclosures Regarding Market Risk	20
Item No. 8	Financial Statements and Supplementary Data	20
Item No. 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	20
Item No. 9A	Controls and Procedures	20
Item No. 9B	Other Information	21

Part III

Item No. 10	Directors and Executive Officers of the Registrant	21
Item No. 11	Executive Compensation	26
Item No. 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item No. 13	Certain Relationships and Related Transactions	31
Item No. 14	Principal Accounting Fees and Services	31

Part IV

Item No. 15	Exhibits and Financial Statement Schedules	32

●	Novelty Products	64% of revenues
●	Flexible Film Products	5% of revenues
●	Balloon-inspired gifts and Other Products	31% of revenues

	-	Historical stock price volatility: The Company used the weekly closing price to calculate historical annual volatility which was a range from 240% - 243%.

	-	Risk-free interest rate: The Company bases the risk-free interest rate on the rate payable on US treasury securities with a similar maturity in effect at the time of the grant, which was 1.16%.

	-	Expected life: The expected life of the warrants represents the period of time warrants were expected to be outstanding. The Company used an expected life of 3 years which is consistent with the contractual term.

	-	Dividend yield: The estimate for dividend yield is 0%, as the Company did not issue dividends during 2020 through 2024 and does not expect to do so in the foreseeable future.

	-	Estimated forfeitures: When estimating forfeitures, the Company considers historical terminations as well as anticipated retirements.

	Shares under Option (warrant)		Weighted Average Exercise Price
Balance at December 31, 2023		-	$	-
Granted		556,000		1.52
Cancelled/Expired		-		-
Exercised/Issued		-		-
Outstanding at December 31, 2024		556,000	$	1.52

Exercisable at December 31, 2024		556,000	$	1.52

2024 Common Stock Warrants			556,000
Shares reserved as of December 31, 2024			556,000

	Year Ended
	December 31, 2024					December 31, 2023
	$		% of			$		% of
Product Category	(000) Omitted		Net Sales			(000) Omitted		Net Sales

Foil Balloons		11,510		64	%		11,885		67	%

Film Products		847		5	%		927		5	%

Other		5,596		31	%		4,992		28	%

Total		17,953		100	%		17,804		100	%

	●	Depreciation and amortization of $345,000 compared to depreciation and amortization for 2023 of $279,000;
	●	An increase in inventories of $702,000 in 2024 compared to a decrease in inventories of $534,000 in 2023;
	●	An increase in accounts receivable of $1,428,000 and $2,357,000 in 2024 and 2023, respectively;
	●	An increase in prepaid expenses and other assets of $80,000 compared to a decrease in prepaid expenses and other assets of $57,000 in 2023; and
	●	An increase in trade payables of $620,000 compared to a decrease in trade payables of $396,000 in 2023.

-	Replace the asset monitoring fee on the Revolving Credit Facility with an increase in interest rate, to Prime plus 7.82% per annum. This change was intended by the parties to be financially neutral while easier to administer.

-	Reduce the interest rate on the Term Loan to Prime plus 1.45% per annum, with lender making a one-time additional advance of $206,000 to reset the Term Loan to $731,000.

-	Reduce the renewal fee for this transaction to $50,000 from the formula described above.

-	Set the Term Loan asset monitoring fee to 0.385% per month.

	●	We lacked a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account for significant, unusual transactions that resulted in misapplications of GAAP, particularly with regard to equity financing arrangements and the timing of recognition of certain non-cash charges. Additionally, we have not implemented processes to consistently review for appropriate labor and overhead absorption to inventory and make timely adjustments to standard costs.
	●	We are overly dependent upon certain personnel, including our Chief Executive Officer and a Director, to provide financial reporting oversight within an environment that is highly manual in nature

Name	Age	Position
Yubao Li	43	Chairman of the Board of Directors
Jana M. Schwan	48	Chief Executive Officer
Frank J. Cesario	55	Director
Douglas Bosley	58	Director
Gerald (J.D.) Roberts, Jr.	66	Director
Philip Wong	46	Director

						Non-Equity
				Stock		Incentive Plan		All other
Name/Title	Year	Salary		Awards		Compensation		compensation		Total
				(1)		(2)		(3)

Frank Cesario	2024	$	250,000	$	85,500	$	-	$	-	$	335,500
Chief Executive Officer (4)	2023	$	250,000	$	39,400	$	-	$	-	$	289,400

Jana M. Schwan	2024	$	239,500	$	48,657	$	-	$	9,500	$	297,657
Chief Executive Officer (5)	2023	$	225,166	$	14,000	$	-	$	9,500	$	248,666

(1)	Reflects the compensation expense recognized in 2024 and 2023 for stock awards under ASC Topic 718 as reported in the Company’s audited financial statements.
(2)	Amounts determined under the Company’s incentive compensation program.
(3)	Insurance premiums
(4)	Mr. Cesario terminated employment with the Company in November 2024 as Chief Executive Officer and Acting Chief Financial Officer.
(5)	Ms. Schwan became Chief Operating Officer during 2020 and Chief Executive Officer in 2024.

	Number of Securities Underlying
Name	Unvested Performance Grants
Jana M. Schwan		222,750

	Director’s		Stock		All other
Name	Fees		Awards (1)		compensation		Total
Yubao Li	$	-	$	-	$	-	$	-

Frank Cesario	$	-	$	-	$	-	$	-

Douglas Bosley	$	12,000	$	4,750	$	-	$	16,750

JD Roberts	$	12,000	$	4,750	$	-	$	16,750

Philip Wong	$	12,000	$	4,750	$	-	$	16,750

Name of Beneficial Owners	Number of Shares		Percent of Class
Directors and Executive Officers
Yubao Li, Chairman, Director**		12,100,000		46.6	%
Frank Cesario, Director		195,750		*
Jana Schwan, Chief Executive Officer		110,725		*
Douglas Bosley, Director		15,000		*
Gerald (J.D.) Roberts, Jr., Director		15,000		*
Philip Wong, Director		15,000		*
All directors and executive officers as a group (6 persons)		12,451,475		47.9	%

Other Principal Shareholders
Mr. Shuai Wang		1,888,078		7.3	%
Icy Mellon LLC		1,826,399		7.0	%
Mitzners Consulting		1,564,691		6.0	%
Yaping Zhang		1,000,000		3.8	%
Tu Li		766,594		2.9	%
Others		6,522,600		25.2	%
Total Other Principal Shareholders		13,568,362		52.1	%

Total Shareholders		26,019,837		100.0	%

	2024		2023
Audit Fees – BF Borgers CPA (1)		-	$	357,500
Audit Fees – Wolf & Company, P.C. (1) (2)	$	629,500		-
Audit Related Fees (3)		-		-
All Other Fees (4)		-		-
Total Fees	$	629,500	$	357,500

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-1
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS	F-4
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7

Exhibit Number		Document

3.1		Restated Articles of Incorporation (Incorporated by reference to Exhibit A to Registrant’s Schedule 14A Definitive Proxy Statement filed April 29, 2015).
3.2		Amended and Restated By-Laws of Yunhong CTI, Ltd (Incorporated by reference to Exhibit 3.2, contained in Registrant’s Form 8-K filed on March 17, 2017).
3.3		Amended and Restated By-Laws of Yunhong Green CTI Ltd (Incorporated by reference to Exhibit 3.2 contained in Registrant’s Form 8-K filed on September 6, 2023)
3.4		Amended and Restated Certificate of Designation of Series A Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1, contained in the Registrant’s form 8-K filed on February 19, 2020).
3.5		Articles of Amendment to the Registrant’s Articles of Incorporation (Incorporated by reference to Exhibit 3.1, contained in the Registrant’s form 8-K filed on March 16, 2020).
3.6		Certificate of Designations, Preferences and Rights of Series B Redeemable Convertible Preferred Stock, No Par Value (Incorporated by reference to Exhibit 3.1 contained in Registrant’s Form 8-K/A filed on May 5, 2021).
3.7		Certificate of Designations of Series C Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in Registrant’s Form 8-K/A filed on May 5, 2021).
3.8		Certificate of Designations of Series D Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 contained in Registrant’s Form 8-K filed on December 7, 2021).
4.1		Form of Yunhong CTI, Ltd common stock certificate (Incorporated by reference to Exhibit 4.1 contained in Registrant’s Report on Form 10-K dated March 31, 2017).
10.1		Yunhong CTI, Ltd 2018 Stock Incentive Plan (Incorporated by Reference to Schedule A contained in Registrant’s 14A Definitive Proxy Statement, as filed with the Commission on April 30, 2018)
10.2		Subscription Agreement among Registrant and John H. Schwan dated December 21, 2018 (Incorporated by reference to Exhibit 10.1, contained in Registrant’s form 8-K filed on January 17, 2019).
10.3		Stock Purchase Agreement, dated as of January 3, 2020 (Incorporated by reference to Exhibit 10.1, contain in Registrants form 8-K filed on January 3, 2020).
10.4		Amendment No. 1 to Securities Purchase Agreement, dated as of February 24, 2020 (Incorporated by reference to Exhibit 10.1, contained in the Registrant’s form 8-K filed on February 26, 2020).
10.5		Amendment No.2 to Securities Purchase Agreement dated as of April 13, 2020 (Incorporated by reference to Exhibit 10.1, contained in Registrant’s form 8-K filed on April 17, 2020.
10.6		Stock Purchase Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on November 25, 2020).
10.7		Securities Purchase Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on January 15, 2021).
10.8		Purchase and Sale Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on April 29, 2021).
10.9		Lease Agreement (Incorporated by reference to Exhibit 10.2 contained in Registrant’s Form 8-K filed on April 29, 2021).
10.10		Promissory Note (Incorporated by reference to Exhibit 10.3 contained in Registrant’s Form 8-K filed on April 29, 2021).
10.11		Stock Redemption Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on August 5, 2021).
10.12		Loan and Security Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on October 6, 2021).
10.13		Stock Purchase Agreement (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Form 8-K filed on December 7, 2021).
10.14		Warrant (Incorporated by reference to Exhibit 10.2 contained in Registrant’s Form 8-K filed on December 7, 2021).
10.15		Employment Agreement (Offer Letter) between Frank Cesario and the Company dated December 29, 2021 (Incorporated by reference to Exhibit 10.1 contained in Registrant’s Report on Form 8-K filed on January 11, 2022).
10.16		Exclusive Distribution Agreement, dated as of January 28, 2023 (Incorporated by reference to Exhibit 99.1 contained in Registrant’s Form 8-K filed on February 2, 2023).
14.1		Code of Ethics (Incorporated by reference to Exhibit 14 contained in the Registrant’s Form 10-K/A Amendment No. 2, as filed with the Commission on October 13, 2004).
23.1		Consent of Independent Registered Public Accounting Firm, Wolf & Company, P.C.
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
32.1		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
97		Incentive compensation recovery (Clawback) policy
101		Interactive Data Files, including the following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to Consolidated Financial Statements.
104		Cover Page Interactive Data File (embedded within the Inline XBRL and contained in Exhibit 101)

	(a)	The Exhibits listed in subparagraph (a)(3) of this Item 15 are attached hereto unless incorporated by reference to a previous filing.
	(b)	The Schedule listed in subparagraph (a)(2) of this Item 15 is attached hereto.

	Yunhong Green CTI, LTD

	By:	/s/ Jana M. Schwan
		Chief Executive Officer

	By:	/s/ Frank Cesario
		Frank Cesario, Principal Accounting Officer, Director

Signatures	Title	Date

/s/ Yubao Li	Chairman of the Board of Directors	April 14, 2025
Yubao Li

/s/ Douglas Bosley	Director	April 14, 2025
Douglas Bosley

/s/ Gerald (J.D.) Roberts, Jr.	Director	April 14, 2025
Gerald (J.D.) Roberts, Jr.

/s/ Philip Wong	Director	April 14, 2025
Philip Wong

Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID # 392)	F-1
Consolidated Balance Sheets as of December 31, 2024 and 2023	F-3
Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2024 and 2023	F-4
Consolidated Statements of Shareholders’ Equity for the years ended December 31, 2024 and 2023	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023	F-6
Notes to Consolidated Financial Statements for the years ended December 31, 2024 and 2023	F-7

	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	220,000		$	921,000
Accounts receivable, net		5,403,000			3,975,000
Inventories		8,493,000			7,791,000
Prepaid expenses		412,000			332,000
Total current assets		14,528,000			13,019,000

Property, plant and equipment:
Machinery and equipment		22,246,000			17,940,000
Office furniture and equipment		2,084,000			2,084,000
Intellectual property		783,000			783,000
Leasehold improvements		39,000			39,000
Fixtures and equipment		518,000			519,000
Projects under construction		196,000			112,000
Property, plant and equipment gross		25,866,000			21,477,000
Less: accumulated depreciation and amortization		(20,958,000	)		(20,613,000	)

Total property, plant and equipment, net		4,908,000			864,000

Other assets:
Operating lease right-of-use asset		3,950,000			3,364,000
Prepaid expenses, noncurrent		2,192,000			-

Total other assets		6,142,000			3,364,000

TOTAL ASSETS	$	25,578,000		$	17,247,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	1,537,000		$	917,000
Line of credit		6,578,000			4,991,000
Notes payable - current portion		606,000			140,000
Notes payable related party		344,000			1,344,000
Notes payable		344,000			1,344,000
Operating lease liabilities – current portion		480,000			522,000
Advance investor deposit		1,050,000			1,500,000
Accrued liabilities		810,000			726,000

Total current liabilities		11,405,000			10,140,000

Long-term liabilities:
Notes payable – net of current portion		-			533,000
Operating lease liabilities – noncurrent		3,470,000			2,842,000

Total long-term liabilities		3,470,000			3,375,000

TOTAL LIABILITIES	$	14,875,000		$	13,515,000

SHAREHOLDERS’ EQUITY
Series E Preferred Stock — no par value, 130,000 shares authorized, 130,000 and none issued and outstanding at December 31, 2024 and 2023, respectively (liquidation preference of $1,300,000)		864,000			-
Series F Preferred Stock — no par value, 70,000 shares authorized, 70,000 and none issued and outstanding at December 31, 2024 and 2023, respectively (liquidation preference of $700,000)		465,000			-
Preferred Stock, value		465,000			-
Common stock - no par value, 2,000,000,000 shares authorized, 26,064,095 and 20,815,595 shares issued and 26,019,837 and 20,771,337 shares outstanding at December 31, 2024 and 2023, respectively		27,533,000			21,283,000
Additional paid-in-capital		7,858,000			6,967,000
Accumulated deficit		(25,856,000	)		(24,357,000	)
Less: Treasury stock, 44,258 shares, at cost		(161,000	)		(161,000	)

TOTAL SHAREHOLDERS’ EQUITY		10,703,000			3,732,000

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	25,578,000		$	17,247,000

SEC Form 10-K filed by Yunhong Green CTI Ltd.