UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2025

☐	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
Barrington, Illinois		60010
(Address of principal executive offices)		(Zip Code)

(847)382-1000

(Registrant’s telephone number, including area code)

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, no par value per share	YHGJ	The Nasdaq Stock Market LLC
		(The Nasdaq Capital Market)

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s common stock, no par value per share, as of August 14, 2025 was 27,738,626 (excluding treasury shares).

INDEX

PART I – FINANCIAL INFORMATION

Item No. 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024	1
	Unaudited Condensed Consolidated Statements of Income (Loss) for the three and six months ended June 30, 2025 and June 30, 2024	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and June 30, 2024	3
	Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2025 and June 30, 2024	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item No. 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item No. 3	Quantitative and Qualitative Disclosures Regarding Market Risk	15
Item No. 4	Controls and Procedures	15

PART II – OTHER INFORMATION

Item No. 1	Legal Proceedings	16
Item No. 1A	Risk Factors	16
Item No. 2	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item No. 3	Defaults Upon Senior Securities	16
Item No. 4	Mine Safety Disclosures	16
Item No. 5	Other Information	16
Item No. 6	Exhibits	17
	Signatures	18
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32

Table of Contents

Yunhong Green CTI, Ltd

Unaudited Condensed Consolidated Balance Sheets

	June 30,			December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	18,000		$	220,000
Accounts receivable, net		3,795,000			5,403,000
Inventories		8,180,000			8,493,000
Prepaid expenses		243,000			412,000

Total current assets		12,236,000			14,528,000

Property, plant and equipment:
Machinery and equipment		22,246,000			22,246,000
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			518,000
Projects under construction		238,000			196,000
Property, plant and equipment gross		25,908,000			25,866,000
Less: accumulated depreciation and amortization		(21,280,000	)		(20,958,000	)

Total property, plant and equipment, net		4,628,000			4,908,000

Other assets:
Operating lease right-of-use		3,680,000			3,950,000
Prepaid expenses, noncurrent		2,192,000			2,192,000

Total other assets		5,872,000			6,142,000

TOTAL ASSETS	$	22,736,000		$	25,578,000

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables	$	1,433,000		$	1,537,000
Line of credit		4,746,000			6,578,000
Notes payable		564,000			606,000
Notes payable related party		344,000			344,000
Notes payable		344,000			344,000
Operating lease liabilities – current portion		534,000			480,000
Advance investor deposit		-			1,050,000
Accrued liabilities		578,000			810,000

Total current liabilities		8,199,000			11,405,000

Long-term liabilities:
Operating lease liabilities – noncurrent		3,186,000			3,470,000

Total long-term liabilities		3,186,000			3,470,000

TOTAL LIABILITIES	$	11,385,000		$	14,875,000

SHAREHOLDERS’ EQUITY
Series E Preferred Stock — no par value, 130,000 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024 (liquidation preference of $1,300,000)		920,000			864,000
Series F Preferred Stock — no par value, 70,000 shares authorized, issued and outstanding at June 30, 2025 and December 31, 2024 (liquidation preference of $700,000)		495,000			465,000
Preferred stock value		495,000			465,000
Common stock - no par value, 2,000,000,000 shares authorized, 27,767,884 and 25,991,845 shares issued and 27,723,626 and 25,947,587 shares outstanding at June 30, 2025 and December 31, 2024, respectively		28,765,000			27,533,000
Additional paid-in-capital		7,789,000			7,858,000
Accumulated deficit		(26,457,000	)		(25,856,000	)
Less: Treasury stock, 44,258 shares, at cost		(161,000	)		(161,000	)

TOTAL SHAREHOLDERS’ EQUITY		11,351,000			10,703,000

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	22,736,000		$	25,578,000

See accompanying notes to condensed consolidated unaudited financial statements.

Table of Contents

Yunhong Green CTI, LTD

Unaudited Condensed Consolidated Statements of Income (Loss)

	2025			2024			2025			2024
	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2025			2024			2025			2024
Net sales	$	5,457,000		$	4,354,000		$	10,259,000		$	9,248,000

Cost of sales		4,479,000			3,662,000			8,415,000			7,660,000

Gross profit		978,000			692,000			1,844,000			1,588,000

Operating expenses:
General and administrative		754,000			640,000			1,593,000			1,698,000
Selling		37,000			35,000			72,000			69,000
Advertising and marketing		168,000			188,000			338,000			344,000

Total operating expenses		959,000			863,000			2,003,000			2,111,000

Income (loss) from operations		19,000			(171,000	)		(159,000	)		(523,000	)

Other (expense) income:
Interest expense		(227,000	)		(236,000	)		(465,000	)		(454,000	)
Other income/(expense)		23,000			(7,000	)		23,000			(12,000	)

Total other expense, nets		(204,000	)		(243,000	)		(442,000	)		(466,000	)

Net loss		(185,000	)		(414,000	)		(601,000	)		(989,000	)

Deemed dividends on preferred stock	$	(43,000	)	$	(56,000	)	$	(86,000	)	$	(70,000	)

Net loss attributable to Yunhong CTI Ltd common shareholders	$	(228,000	)	$	(470,000	)	$	(687,000	)	$	(1,059,000	)

Basic income (loss) per common share	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.05

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