Item 8.01 Other Events.
As previously reported, on May 26, 2022, Yunhong CTI Ltd. ("CTI", the "Company"
or "we"), received a written deficiency notice (the "May 2022 Notice") from The
Nasdaq Capital Market ("Nasdaq") stating that the Company was not in compliance
with Nasdaq Listing Rule 5550(a)(2) (the "Minimum Bid Price Rule") because the
Company's common stock had failed to maintain a minimum closing bid price of
$1.00 over the prior 30 consecutive business days. In accordance with Nasdaq
Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar
days, or until November 22, 2022 (the "Compliance Date"), to regain compliance
with the Minimum Bid Price Rule. Since that date, the Company actively monitored
the closing bid price of its common stock and evaluated available options to
regain compliance with the Minimum Bid Price Rule.
As previously reported, on November 23, 2022, the Company received a staff
determination letter from Nasdaq stating that the Company had not regained
compliance with the Minimum Bid Price Rule by the Compliance Date, and that,
because the Company does not comply with the $5,000,000 stockholders equity
initial listing requirement for The Nasdaq Capital Market, it was not eligible
for a second 180 day compliance period (the "Noncompliance Notice"). The
Noncompliance Notice also stated that, unless the Company requests a timely
appeal of this determination, the Company's securities would be scheduled for
delisting and would be suspended at the opening of business on December 2, 2022.
The Company filed an appeal of Nasdaq's determination with the Nasdaq Hearings
Panel, and explored alternatives for regaining compliance with the Minimum Bid
Price Rule, including without limitation considering a reverse stock split with
respect to the Company's common stock. On January 5, 2023, the Company
participated in a hearing with the Nasdaq Hearings Panel, at which it requested
that the Company be granted additional time to regain compliance with the
Minimum Bid Price Rule, citing, among other factors, the Company's recently
improved stock price and willingness to implement measures to regain compliance.
On January 12, 2023, the Nasdaq Hearings Panel issued its decision in a letter,
a copy of which is attached hereto as Exhibit 99.2. The decision stated, among
other things, that if the closing bid price of the Company's common stock was
$1.00 or higher for each consecutive trading session until the close of trading
on January 17, 2023, the Panel would find the Company in compliance with the
Minimum Bid Price Rule. The foregoing summary of the decision is qualified in
its entirety by the text of such decision, attached hereto as Exhibit 99.2.
The closing bid price of the Company's common stock was $1.00 or higher for each
consecutive trading session through the close of trading on January 17, 2023,
and the Company accordingly expects to receive notice of compliance from the
Panel. The Company nonetheless intends to continue to work to help ensure
continued compliance with the Minimum Bid Price Rule and all other applicable
Nasdaq listing standards.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements. Statements
made in this report that are not historical facts are "forward-looking"
statements (within the meaning of Section 21E of the Securities Exchange Act of
1934) that involve risks and uncertainties and are subject to change at any
time. These "forward-looking" statements may include, but are not limited to,
statements containing words such as "may," "should," "could," "would," "expect,"
"plan," "goal," "anticipate," "believe," "estimate," "predict," "potential,"
"continue," or similar expressions. We have based these forward-looking
statements on our current expectations and projections about future results.
Although we believe that our opinions and expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements, and our actual results may
differ substantially from statements made herein. More information on factors
that could affect our business and financial results are included in our public
filings made with the Securities and Exchange Commission, including our Annual
Report on Form 10-K and our Quarterly Reports on Form 10-Q.
Item 9.01 - Financial Statements and Exhibits
Exhibit No. Exhibit
99.2 Determination Letter from Nasdaq, dated January 12, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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