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, 2026
OR
☐
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 7, 2026 was 2,609,244 (excluding
treasury shares).
INDEX
PART
I – FINANCIAL INFORMATION
Item
No. 1.
Financial
Statements
Unaudited Condensed Consolidated Balance Sheets at June 30, 2026 and December 31, 2025
1
Unaudited Condensed Consolidated Statements of Loss for the three and six months ended June 30, 2026 and 2025
2
Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025
3
Unaudited Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2026 2025
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
17
Item
No. 1A
Risk Factors
17
Item
No. 2
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item
No. 3
Defaults Upon Senior Securities
17
Item
No. 4
Mine Safety Disclosures
17
Item
No. 5
Other Information
17
Item
No. 6
Exhibits
18
Signatures
19
Exhibit 31.1
Exhibit 31.2
Exhibit 32
Table of Contents
Yunhong
Green CTI, Ltd.
Unaudited
Condensed Consolidated Balance Sheets
June 30,
December 31,
2026
2025
ASSETS
Current assets:
Cash and cash equivalents
$ 320,000
$ 97,000
Accounts receivable, net
3,295,000
5,955,000
Inventories
7,827,000
8,738,000
Prepaid expenses
351,000
283,000
Total current assets
11,793,000
15,073,000
Property, plant and equipment:
Machinery and equipment
21,993,000
21,993,000
Office furniture and equipment
2,122,000
2,122,000
Intellectual property
783,000
783,000
Leasehold improvements
39,000
39,000
Fixtures and equipment
518,000
518,000
Projects under construction
170,000
140,000
Property, plant and equipment
gross
25,625,000
25,595,000
Less: accumulated depreciation and amortization
( 21,885,000 )
( 21,599,000 )
Total property, plant and equipment, net
3,740,000
3,996,000
Other assets:
Operating lease right-of-use
3,087,000
3,393,000
Total other assets
3,087,000
3,393,000
TOTAL ASSETS
$ 18,620,000
$ 22,462,000
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade payables
$ 1,482,000
$ 1,677,000
Line of credit
4,591,000
6,822,000
Notes payable – current portion
443,000
146,000
Notes payable related party
344,000
344,000
Notes payable
344,000
344,000
Operating lease liabilities – current portion
659,000
596,000
Advance investor deposits
225,000
150,000
Accrued liabilities
627,000
950,000
Total current liabilities
8,371,000
10,685,000
Long-term liabilities:
Notes payable – net of current portion
-
348,000
Operating lease liabilities – noncurrent
2,526,000
2,873,000
Total long-term liabilities
2,526,000
3,221,000
TOTAL LIABILITIES
$ 10,897,000
$ 13,906,000
SHAREHOLDERS’ EQUITY
Series E Preferred Stock — no par value, 130,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025 (liquidation preference of $ 1,300,000 )
1,032,000
976,000
Series F Preferred Stock — no par value, 70,000 shares authorized, issued and outstanding at June 30, 2026 and December 31, 2025 (liquidation preference of $ 700,000 )
555,000
525,000
Preferred stock, value
555,000
525,000
Common stock - no par value, 2,000,000,000 shares authorized, 2,613,670 and 2,601,788 shares issued and 2,609,244 and 2,597,362 shares outstanding at June 30, 2026 and December 31, 2025, respectively
27,891,000
27,891,000
Additional paid-in-capital
7,676,000
7,711,000
Accumulated deficit
( 29,270,000 )
( 28,386,000 )
Less: Treasury stock, 4,426 shares, at cost
( 161,000 )
( 161,000 )
TOTAL SHAREHOLDERS’ EQUITY
7,723,000
8,556,000
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$ 18,620,000
$ 22,462,000
See
accompanying notes to condensed consolidated unaudited financial statements.
Reflects
a 1-for-10 reverse
stock split of the Company’s common stock, effective October 1, 2025
1
Table of Contents
Yunhong
Green CTI Ltd.
Unaudited
Condensed Consolidated Statements of Income (Loss)
2026
2025
2026
2025
For the Three Months Ended
For the Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Net sales
$ 3,900,000
$ 5,457,000
$ 10,054,000
$ 10,259,000
Cost of sales
3,362,000
4,479,000
8,502,000
8,415,000
Gross profit
538,000
978,000
1,552,000
1,844,000
Operating expenses:
General and administrative
675,000
754,000
1,598,000
1,593,000
Selling
34,000
37,000
71,000
72,000
Advertising and marketing
149,000
168,000
302,000
338,000
Total operating expenses
858,000
959,000
1,971,000
2,003,000
Income (loss) from operations
( 320,000 )
19,000
( 419,000 )
( 159,000 )
Other (expense) income:
Interest expense
( 225,000 )
( 227,000 )
( 467,000 )
( 465,000 )
Other income/(expense)
2,000
23,000
2,000
23,000
Total other expense, net
( 223,000 )
( 204,000 )
( 465,000 )
( 442,000 )
Net loss
( 543,000 )
( 185,000 )
( 884,000 )
( 601,000 )
Deemed dividends on preferred stock
$ ( 43,000 )
$ ( 43,000 )
$ ( 86,000 )
$ ( 86,000 )
Net loss attributable to common shareholders
$ ( 586,000 )
$ ( 228,000 )
$ ( 970,000 )
$ ( 687,000 )
Basic income (loss) per common share
$ ( 0.22 )
$ ( 0.09 )
$ ( 0.37 )
$ ( 0.26 )
Diluted income (loss) per common share
$ ( 0.22 )
$ ( 0.09 )
$ ( 0.37 )
$ ( 0.26 )
Weighted average number of shares and equivalent shares of common stock outstanding:
Basic
2,608,638
2,608,082
2,604,856
2,608,082
Diluted
2,608,638
2,608,082
2,604,856
2,608,082
See
accompanying notes to condensed consolidated unaudited financial statements.
Reflects
a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025
2
Table of Contents
Yunhong
Green CTI Ltd.
Unaudited
Condensed Consolidated Statements of Cash Flows
2026
2025
For the Six Months Ended June 30,
2026
2025
Cash flows from operating activities:
Net loss
$ ( 884,000 )
$ ( 601,000 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization
286,000
322,000
Equity compensation expense
51,000
17,000
Change in assets and liabilities:
Accounts receivable
2,660,000
1,608,000
Inventories
911,000
313,000
Prepaid expenses and other assets
( 68,000 )
169,000
Trade payables
( 195,000 )
( 104,000 )
Operating leases
22,000
40,000
Advance investor deposit
75,000
-
Accrued liabilities
( 323,000 )
( 50,000 )
Net cash (used in) provided by operating activities
2,535,000
1,714,000
Cash flows from investing activities:
Purchases of property, plant and equipment
( 30,000 )
( 42,000 )
Net cash (used in) provided by investing activities
( 30,000 )
( 42,000 )
Cash flows from financing activities:
Repayment of note payable
( 51,000 )
( 42,000 )
Net repayments on revolving line of credit
( 2,231,000 )
( 1,832,000 )
Net cash provided by (used in) financing activities
( 2,282,000 )
( 1,874,000 )
Net increase (decrease) in cash and cash equivalents
223,000
( 202,000 )
Cash and cash equivalents at beginning of period
97,000
220,000
Cash and cash equivalents at end of period
$ 320,000
$ 18,000
Supplemental disclosure of cash flow information and noncash investing and financing activities:
Cash payments for interest
$ 467,000
$ 465,000
Accretion of dividends on preferred stock
86,000
86,000
Conversion of advance received from investors into common stock
-
1,050,000
Common stock issued in exchange for rent due to Icy Mellon
-
182,000
See
accompanying notes to condensed consolidated unaudited financial statements.
Reflects
a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025
3
Table of Contents
Yunhong
Green CTI, Ltd
Unaudited
Condensed Consolidated Statements of Shareholders’ Equity
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Earnings
Shares
Amount
TOTAL
Series E Preferred Stock
Series F Preferred Stock
Common Stock
Paid-in
Accumulated (Deficit)
Less
Treasury Stock
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Earnings
Shares
Amount
TOTAL
Balance December 31, 2025
130,000
$ 976,000
70,000
$ 525,000
2,601,788
$ 27,891,000
$ 7,711,000
$ ( 28,386,000 )
( 4,426 )
$ ( 161,000 )
$ 8,556,000
Series E Accrued Deemed Dividend
-
28,000
-
-
-
( 28,000 )
-
-
-
-
Series F Accrued Deemed Dividend
-
-
-
15,000
-
-
( 15,000 )
-
-
-
-
Stock Issuance - Vesting Milestone
-
-
-
-
6,917
-
38,000
-
-
-
38,000
Equity Compensation Charge
-
-
-
-
-
-
6,000
-
-
-
6,000
Net Loss
-
-
-
-
-
-
-
( 341,000 )
-
-
( 341,000 )
Balance March 31, 2026
130,000
$ 1,004,000
70,000
$ 540,000
2,608,705
$ 27,891,000
$ 7,712,000
$ ( 28,727,000 )
( 4,426 )
$ ( 161,000 )
$ 8,259,000
Series E Accrued Deemed Dividend
-
28,000
-
-
-
( 28,000 )
-
-
-
-
Series F Accrued Deemed Dividend
-
-
-
15,000
-
( 15,000 )
-
-
-
-
Stock Issuance - Vesting Milestone
-
-
-
-
-
-
-
-
-
Equity Compensation Charge
-
-
-
-
4,965
-
7,000
-
-
-
7,000
Net Loss
-
-
-
-
-
-
-
( 543,000 )
-
-
( 543,000 )
Balance June 30, 2026
130,000
$ 1,032,000
70,000
$ 555,000
2,613,670
$ 27,891,000
$ 7,676,000
$ ( 29,270,000 )
( 4,426 )
$ ( 161,000 )
$ 7,723,000
Yunhong
Green CTI, Ltd
Unaudited
Condensed Consolidated Statements of Shareholders’ Equity
Series E Preferred Stock
Series F Preferred Stock
Common Stock
Paid-in
Accumulated (Deficit)
Less
Treasury Stock
Shares
Amount
Shares
Amount
Shares
Amount
Capital
Earnings
Shares
Amount
TOTAL
Balance December 31, 2024
130,000
$ 864,000
70,000
$ 465,000
2,599,185
$ 27,533,000
$ 7,858,000
$ ( 25,856,000 )
( 4,426 )
$ ( 161,000 )
$ 10,703,000
Series E Accrued Deemed Dividend
-
28,000
-
-
-
( 28,000 )
-
-
-
-
Series F Accrued Deemed Dividend
-
-
-
15,000
-
-
( 15,000 )
-
-
-
-
Common Stock Issuance for Rent
-
-
-
27,604
182,000
-
-
-
-
182,000
Equity Compensation Charge
-
-
-
-
-
-
9,000
-
-
-
9,000
Net Loss
-
-
-
-
-
-
-
( 416,000 )
-
-
( 416,000 )
Balance March 31, 2025
130,000
$ 892,000
70,000
$ 480,000
2,626,789
$ 27,715,000
$ 7,824,000
$ ( 26,272,000 )
( 4,426 )
$ ( 161,000 )
$ 10,478,000
Series E Accrued Deemed Dividend
-
28,000
-
-
-
( 28,000 )
-
-
-
-
Series F Accrued Deemed Dividend
-
-
-
15,000
-
-
( 15,000 )
-
-
-
-
Common Stock Issuance for Advance Investor Deposit
-
-
-
150,000
1,050,000
-
-
-
-
1,050,000
Equity Compensation Charge
-
-
-
-
-
-
8,000
-
-
-
8,000
Net Loss
-
-
-
-
-
-
-
( 185,000 )
-
-
( 185,000 )
Balance June 30, 2025
130,000
$ 920,000
70,000
$ 495,000
2,776,789
$ 28,765,000
$ 7,789,000
$ ( 26,457,000 )
( 4,426 )
$ ( 161,000 )
$ 11,351,000
See
accompanying notes to condensed consolidated unaudited financial statements.
Reflects
a 1-for-10 reverse stock split of the Company’s common stock, effective October 1, 2025
4
Table of Contents
Yunhong
Green CTI Ltd.
Notes
to Unaudited Condensed Consolidated Financial Statements
Note
1 - Basis of Presentation and Significant Accounting Policies
The
accompanying unaudited condensed consolidated interim financial statements have been prepared and, in the opinion of management, contain
all material adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial
position and the consolidated statements of loss and consolidated cash flows for the periods presented in conformity with generally accepted
accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.
Accordingly,
they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America.
Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected
for the fiscal year ending December 31, 2026. It is suggested that these condensed consolidated financial statements be read in conjunction
with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal
year ended December 31, 2025, filed on March 23, 2026, which can be found on the Company’s website (www.ctiindustries.com) or www.sec.gov .
The
financial information presented in these financial statements has been rounded to the nearest thousand dollars ($000), which is
in accordance with our policy to simplify the presentation. The financial information is not presented in thousand-dollar
increments.
All
of the Company’s historical share and per share information related to issued and outstanding common stock, outstanding share based
awards and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect
the 1-for-10 reverse stock split approved by the Company’s shareholders on August 22, 2025 and effective October 1, 2025.
Principles
of consolidation and nature of operations :
Yunhong
Green CTI Ltd., its wholly owned subsidiary Yunhong Technology Industry (Hubei) Co., Ltd., and its inactive subsidiary CTI Supply, Inc.
(collectively, the “Company”) (i) design, manufacture and distribute metalized balloon products throughout the world, (ii)
distribute purchased latex balloons products, and (iii) operate systems for the production, lamination, coating and printing of films
used for food packaging and other commercial uses and for conversion of films to flexible packaging containers and other products.
The
condensed consolidated financial statements include the accounts of Yunhong Green CTI Ltd., CTI Supply, Inc., and Yunhong Technology
Industry (Hubei) Co., Ltd. All intercompany accounts and transactions have been eliminated in consolidation. See Note 2 to the consolidated
financial statements included in Form 10-K for the fiscal year ended December 31, 2025.
Use
of estimates :
In
preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management
makes estimates and assumptions that affect the amounts reported of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of revenues and expenses during the reporting period in the financial
statements and accompanying notes. Actual results may differ from those estimates. The Company’s significant estimates include
recoverability and impairment of long-lived assets, valuation allowances for doubtful accounts, inventory valuation and valuation of
deferred tax assets.
Segments :
The
Company views its operations and manages its business as one segment, both in terms of geography and operations. All manufacturing
occurs in the United States. Due to the single reportable segment, this financial information is presented on the Consolidated
Statements of Loss. There are no significant segment expenses reported to the chief operating decision maker (CODM), which is the
Chief Executive Officer. The Company’s CODM regularly reviews financial information presented and does not evaluate the
Company’s operating segment using asset or liability information. Instead, the CODM uses revenue, gross margin, and net income
or loss to allocate operating and capital resources and assess performance by comparing actual results to historical results and
previously forecasted financial information.
5
Table of Contents
Earnings
per share :
Basic
(loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common
stock outstanding during each period.
Diluted
(loss) per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares of
common stock and equivalents (stock options and warrants), unless anti-dilutive, during each period. In periods for which there is a
net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents
would be antidilutive.
For
both June 30, 2026 and 2025 , shares to be issued upon the exercise of warrants aggregated 55,600 . No options were outstanding
for the three months ended June 30, 2026 and 2025. The number of shares included in the determination of earnings on a diluted basis
for the three months ended June 30, 2026 and 2025 were none, as doing so would have been anti-dilutive.
Revenue
recognition :
Net
sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured
at the amount of consideration the Company expects to receive in exchange for the transferred products. Revenue is recognized at the
point in time when we transfer the promised products to the customer and the customer obtains control over the products. The Company
recognizes revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight
are included in cost of sales, as we have elected the practical expedient included in ASC 606.
The
Company provides for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees
and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year
and we have elected the practical expedient included in ASC 606. We do not incur incremental costs to obtain contracts with our customers.
Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract.
Therefore, the product warranties are not a separate performance obligation and are accounted for as described herein. Sales taxes assessed
by governmental authorities are accounted for on a net basis and are excluded from net sales.
Note
2 – Liquidity and Going Concern
The
Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S.
GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the
normal course of business. The Company has a cumulative net loss from inception to June 30, 2026 of approximately $ 29
million. The accompanying financial statements for the three months ended June 30, 2026 have been prepared assuming the Company will
continue as a going concern. Existing cash resources and cash expected to be generated from operations are not expected to be
sufficient to fund the Company’s anticipated operating requirements over the next twelve months without additional financing.
The
ability of the Company to continue as a going concern is dependent on the Company having adequate capital to fund its operating plan
and performance. Management’s plans to continue as a going concern include raising additional capital , including through
a potential registered offering of equity securities, as well as borrowings, continuing to focus on attaining profitable operations, and exploring alternative
funding sources on an as needed basis. However, management cannot provide any assurances that the Company will be successful in
accomplishing any of its plans. The supply chain challenges, inflationary pressures and tariffs have impacted on the Company’s
business operations to some extent and is expected to continue to do so and these impacts may include reduced access to capital. The
ability of the Company to continue as a going concern may be dependent upon its ability to successfully secure other sources of
financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going
concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern.
The
Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under
a Credit Agreement. The Credit Agreement with Line Financial, as most recently amended in September 2025, includes a revolving credit
facility for up to $ 7 million and a term loan of $ 0.7 million, all supported by the majority of our assets. This Agreement was extended
during September 2025, to mature April 30, 2027, under substantially similar terms.
6
Table of Contents
Note
3 - Debt
Senior
Facilities
On
September 30, 2021 (the “Closing Date”), the Company entered into a loan and security agreement (the “Agreement”)
with Line Financial (the “Lender”), which provides for a senior secured financing consisting of a revolving credit facility
(the “Revolving Credit Facility) in an aggregate principal amount of up to $ 7 million, as amended (the “Maximum Revolver
Amount”), subject to borrowing base provisions, and term loan facility (the “Term Loan Facility”) in an aggregate principal
amount of $ 731,250 (“Term Loan Amount” and, together with the Revolving Credit Facility, the “Senior Facilities”).
The Senior Facilities are secured by substantially all assets of the Company. The Company has remained in compliance with all material
covenants since inception.
Borrowings
under the Revolving Credit Facility bear interest at the prime rate + 7.82 % ( 14.57 % as of June 30, 2026), payable monthly in arrears.
The Term Loan Facility bears interest at the prime rate + 1.45 % ( 8.2 % as of June 30, 2026) and is repaid in 48 monthly installments of
approximately $ 15,000 . The Company also pays collateral monitoring fees of 4.62 % of the eligible accounts
receivable, inventory, and equipment supporting both facilities.
Originally
maturing September 30, 2023 , the Senior Facilities were extended to April 30, 2027 pursuant to a Fifth Amendment executed on September
30, 2025, which also increased the revolving commitment from $ 6.0 million to $ 7.0 million and added a 0.75 % renewal fee, payable in two
equal installments in October 2025 and September 2026. A $ 12,500 commitment fee was also incurred. All other material terms, including
borrowing base, collateral, and covenants, remained unchanged.
The
facility automatically renews for successive one-year periods unless either party provides written notice of termination not less than
90 days prior to the end of the then-current term. The Company may prepay the Term Loan Facility (together with accrued interest and
any applicable prepayment fee) in whole, but not in part, upon at least 60 days’ prior written notice.
The
Agreement requires the Company to maintain minimum tangible net worth of $4.0 million, subject to adjustment by the Lender. The Company
was in compliance with this covenant as of June 30, 2026 and 2025. The Agreement also limits additional indebtedness, liens, dividends,
mergers, and annual capital expenditures exceeding $1.0 million.
As
of June 30, 2026 and December 31, 2025, the term loan balance was approximately $ 0.45 and $ 0.5 million, respectively, and the revolving
balance was $ 4.6 million and $ 6.8 million, respectively. There was $ 2.4 million remaining available for borrowing under the Revolving
Credit Facility as of June 30, 2026.
Notes
payable, Related Party
The
Company is party to a note payable to John H. Schwan, Director and former Chairman of the Board, for an initial amount of $ 1.3 million
as of December 31, 2023 and an interest rate of 6 %. The Company repaid $ 1 million to Mr. Schwan during January 2024. The parties agreed
to the payment of the remaining $ 0.3 million at a future date to be determined. This related party note payable is subordinate to the
Senior Facilities.
7
Table of Contents
Note
4 - Shareholders’ Equity
Series
E Convertible Preferred Stock
The
Company’s Articles of Incorporation, as amended, authorized the issuance of 130,000
shares of Series E Convertible Preferred Stock (“Series E Preferred”). The
Series E Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the
company’s common stock, no par value. Holders of the Series E Preferred will be entitled to receive quarterly dividends
at the annual rate of 8.5 %
of the stated value ($ 10
per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or otherwise based on the terms
of the agreement. Accrued dividends of $ 261,000
and $ 205,000
were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 36,140
shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These
warrants are exercisable until March 2027.
Series
F Convertible Preferred Stock
The
Company’s Articles of Incorporation, as amended, authorized the issuance of 70,000
shares of Series F Preferred. The
Series F Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the Company’s
common stock, no par value . Holders of the Series F Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5 %
of the stated value ($ 10
per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or stock, at the Company’s
discretion, based on the terms of the agreement. Accrued dividends of $ 140,000
and $ 110,000
were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 19,460
shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These
warrants are exercisable until March 2027.
Warrants
As
described above, in connection with the Series E and F convertible preferred equity issuances, a total of 55,600 warrants were issued,
exercisable for the Company’s common stock at the lower of $ 15.2 per share or 90 % of the 10 day VWAP.
8
Table of Contents
A
summary of the Company’s stock warrant activity is as follows:
Schedule of Company’s Stock Warrant Activity
Shares under
Option (warrant)
Weighted Average
Exercise Price
Balance at December 31, 2025
55,600
$ 15.2
Granted
-
-
Cancelled/Expired
-
-
Exercised/Issued
-
-
Outstanding at June 30, 2026
55,600
15.2
Exercisable at June 30, 2026
55,600
$ 15.2
As
of June 30, 2026 the Company reserved the following shares of its common stock for the exercise of warrants, and preferred stock:
Schedule of Reserved Shares For Exercise of Warrants and Preferred Stock
2025 Common Stock Warrants
55,600
Shares reserved for warrants as of June 30, 2026
55,600
Security
Preferred Shares
Authorized/
Outstanding
Conversion Ratio
Common Shares
Reserved
Series E Preferred Stock
130,000
10 :1
1,300,000
Series F Preferred Stock
70,000
10 :1
700,000
Shares reserved for Preferred Stock as of June 30, 2026
2,000,000
In total, 2,055,600 shares of common
stock were reserved for issuance upon exercise of outstanding warrants and conversion of the Series E and Series F Preferred Stock as
of June 30, 2026
Restricted
Stock Awards
Restricted
Stock Units, Performance-Based Restricted Stock Units and Restricted Stock Awards:
Aggregated
information regarding RSUs, PSUs and RSAs granted under the Plan is summarized below:
Summary of Aggregated Information Regarding RSUs, PSUs and RSAs granted
RSUs, PSUs & RSAs
Weighted
Average Grant-
Date Fair Value
Outstanding, unvested at December 31, 2025
20,158
3.63
Granted
-
-
Vested
( 8,104 )
6.47
Forfeited
-
-
Outstanding, unvested at June 30, 2026
12,054
3.01
Differences
between amount of vested awards and shares of common stock issued are attributable to timing differences.
Note
5 - Legal Proceedings
The
Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is
unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a
material adverse effect upon our financial condition, cash flows or future results of operation.
9
Table of Contents
Note
6 – Inventories
Schedule of Inventories
June 30, 2026
December 31, 2025
Raw materials
$ 883,000
$ 749,000
Work in process
2,489,000
2,569,000
Finished goods
4,455,000
5,420,000
Total inventories
$ 7,827,000
$ 8,738,000
Note
7 - Concentration of Credit Risk
Concentration
of credit risk with respect to trade accounts receivable is generally limited due to the large number of entities comprising the Company’s
customer base. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion
of accounts receivable which is estimated to be uncollectible. Such losses have historically been within management’s expectations.
During
the three and six months ended June 30, 2026 and 2025, there were two customers whose purchases represented more than 10% of the Company’s
consolidated net sales. Sales to these customers for the three and six months ended June 30, 2026 and 2025 are as follows:
Schedule of Concentration Risk
Three Months Ended
Three Months Ended
June 30, 2026
June 30, 2025
Customer
Net Sales
% of Net
Sales
Net Sales
% of Net
Sales
Customer A
$ 1,805,000
44 %
$ 2,153,000
38 %
Customer B
$ 1,536,000
37 %
$ 2,456,000
44 %
Six Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
Customer
Net Sales
% of Net
Sales
Net Sales
% of Net
Sales
Customer A
$ 4,183,000
41 %
$ 5,244,000
50 %
Customer B
$ 4,504,000
44 %
$ 2,979,000
28 %
As
of June 30, 2026, the outstanding accounts receivable balance from these two customers was $ 3.2 million.
Note
8 - Related Party Transactions
Ms.
Jana M. Schwan is the Company’s Chief Executive Officer. Her father, John H. Schwan, held several positions with the Company over
many years, most recently as Chairman of the Board until June 2020 as discussed in Note 3, Mr. John H. Schwan was owed approximately
$ 0.3 million as of both June 30, 2026 and December 31, 2025, in a note from the Company.
Icy
Mellon LLC, the landlord of the Company’s Barrington Facility, is a shareholder of the Company. The Company’s Vice President – Strategy and Business Development also serves as a Manager of Icy Mellon
LLC. On January 13, 2025, the Company
issued 27,604 shares of common stock with an aggregate fair value of approximately $ 182,000 to settle rent payable that had been included
in accrued expenses as of December 31, 2024. Rent expense related to Barrington facility was approximately $ 144,000 and $ 139,000 for the three months
ended June 30, 2026, and 2025, respectively. As of June 30, 2026 and December 31, 2025, amounts due to Icy Mellon LLC totaled
approximately $ 283,000 and $ 234,000 .
During the three months ended June
30, 2026, the Company received a cash advance of $ 75,000 from Icy Mellon LLC. The Company had previously received cash advances totaling
$ 150,000 from Icy Mellon LLC during 2025, resulting in aggregate advances of $ 225,000 held as of June 30, 2026. The advances were provided
pending the execution of a definitive agreement, and the specific terms and purpose of the advances have not yet been finalized. Accordingly,
the advances have been recorded as advances from investor on the Company’s condensed consolidated balance sheets.
Note
9 - Leases
We
enter into lease contracts for certain of our facilities at two locations. Our leases have remaining lease terms of 2 two and five years .
The
weighted average discount rate for our operating leases is 14.05 %. We calculated the weighted-average discount rate using incremental
borrowing rates, which equal the rates of interest that we would pay to borrow funds on a fully collateralized basis over a similar term.
At
June 30, 2026, maturities of operating lease liabilities are as follows:
Schedule of Maturities of Operating Lease Liabilities
2026
$ 527,000
2027
1,083,000
2028
1,119,000
2029
627,000
2030
646,000
Thereafter
217,000
Total Lease Payments
4,219,000
Less: Imputed interest
( 1,034,000 )
Total Lease Liabilities
$ 3,185,000
10
Table of Contents
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary
Note Regarding Forward Looking Statements
This
Quarterly Report on Form 10-Q includes both historical and “forward-looking statements” within the meaning of federal securities
law. All such statements are qualified by this cautionary note, which is provided pursuant to the safe harbor provisions of Section 27A
of the Securities Act of 1933 and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations
and projections about future results. Words such as “may,” “should,” “could,” “would,”
“expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,”
“potential,” “continue,” or similar words are intended to identify forward-looking statements, although not all
forward-looking statements contain these words. 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 the views and expectations set forth in this Quarterly Report on Form 10-Q. We disclaim any intent or obligation
to update any forward-looking statements after the date of this Quarterly Report on Form 10-Q to conform such statements to actual results
or to changes in our opinions or expectations. These forward-looking statements are affected by factors, risks, uncertainties and assumptions
that we make, including, without limitation, those discussed in Part I, Item 1A of the Company’s Annual Report on Form 10-K for
the year ended December 31, 2025 under the heading “Risk Factors.”
Overview
We
produce film products for novelty, packaging and container applications. These products include foil balloons, latex balloons and related
products, films for packaging and custom product applications, and flexible containers for packaging and consumer storage applications.
We produce all of our film products for packaging, container applications and most of our foil balloons at our plant in Lake Barrington,
Illinois. The Company purchases latex balloons from an unrelated vendor and distributes in the United States, particularly to those customers
that prefer a combined solution for foil and latex balloons. Substantially all our film products for packaging and custom product applications
are sold to customers in the United States. We market and sell our novelty items, Balloon inspired gifts (balloons and candy arranged
to look like a flower bouquet for gifting) and flexible containers for consumer use primarily in the United States. The Company incorporated
“Green” into the Company name to communicate our intention to supply biodegradable and compostable materials to the marketplace
that are developed by our partners in Asia. We created a new subsidiary, in part, for this purpose. In recent periods, the
U.S. government has imposed tariffs on certain goods imported from countries including China. Existing and future trade tariffs, import
duties and quotas could also materially increase our costs of procuring the materials we use and disrupt the markets for the products
we handle, which in turn could have a material adverse effect on our financial position, results of operations and cash flows.
Senior
Credit Facilities
As
of June 30, 2026, the Company maintained senior secured credit facilities with Line Financial, consisting of a $7.0 million revolving
credit facility and a $0.7 million term loan. The facilities are secured by substantially all Company assets.
Borrowings
under the Revolving Credit Facility bear interest at the prime rate + 7.82% (14.57% as of June 30, 2026) while the term loan bears interest
at the prime rate plus 1.45% and is repaid in monthly installments of approximately $15,000. The facilities include standard financial
and operational covenants, including a minimum tangible net worth requirement of $4.0 million, with which the Company was in compliance
as of June 30, 2026.
In
September 2025, the Company executed a Fifth Amendment extending maturity to April 30, 2027, and increasing the revolving commitment
from $6.0 million to $7.0 million. The amendment also introduced a 0.75% renewal fee payable in two equal installments (October 2025
and September 2026) and a $12,500 commitment fee associated with the expanded facility.
At
June 30, 2026, the company had $4.6 million outstanding on the revolving facility and $0.45 million on the term loan, with $2.4 million
of remaining borrowing capacity.
Note
Payable, Related Party
The
Company also has a subordinated note payable to Director and former Chairman John H. Schwan bearing 6% interest, with a balance of $0.3
million remaining after a $1.0 million repayment in January 2024.
11
Table of Contents
Results
of Operations
Net
Sales: Net sales for the three-month periods ended June 30, 2026 and 2025 were approximately $3,900,000 and $5,457,000,
respectively, representing a decrease of $1,557,000 or 29% quarter-over-quarter. The decrease is primarily attributable to the
timing of sales, as a greater portion of the Company’s spring products were shipped during the first quarter of 2026 rather
than the second quarter of 2026. In addition, lower foil balloon volumes from a significant mass retail customer,
which adjusted its replenishment practices beginning in the second half of 2025, affected sales for both the three- and six-months
periods.
For
the three-month period ended June 30, 2026 and 2025, net sales by product category were as follows:
Three Months Ended
June 30, 2026
June 30, 2025
Product Category
$
(000) Omitted
% of
Net Sales
$
(000) Omitted
% of
Net Sales
Variance
%
change
Foil Balloons
$ 2,618
67 %
$ 3,012
55 %
$ (394 )
-13 %
Film Products
208
5 %
350
6 %
(142 )
-41 %
Other
1,074
28 %
2,095
38 %
(1,021 )
-49 %
Total
$ 3,900
100 %
$ 5,457
100 %
$ (1,557 )
-29 %
For
the six-month periods ended June 30, 2026 and 2025, net sales were $10,054,000 and $10,259,000 respectively, representing a decrease
of $205,000, or 2%.
For
the six-month periods ended June 30, 2026 and 2025, net sales by product category were as follows:
Six Months Ended
June 30, 2026
June 30, 2025
Product Category
$
(000) Omitted
% of
Net Sales
$
(000) Omitted
% of
Net Sales
Variance
%
change
Foil Balloons
$ 6,105
61 %
$ 7,245
71 %
$ (1,140 )
-16 %
Film Products
247
2 %
777
8 %
(530 )
-68 %
Other
3,702
37 %
2,237
22 %
1,465
65 %
Total
$ 10,054
100 %
$ 10,259
100 %
$ (205 )
-2 %
12
Table of Contents
Foil
Balloons . Revenues from the sale of foil balloons decreased during the three-month period ended June 30, 2026 to $2,618,000 compared
to $3,012,000 during the same period of 2025. The decrease is related to the timing of order and shipments.
Revenues
from the sale of foil balloons decreased during the six-month period ended June 30, 2026 to $6,105,000 compared to $7,245,000 during
the same period of 2025. The decrease is related to the timing of orders and shipments. In the second half of 2025 one of our large mass
retail customers made some adjustments to their replenishment system due to a surplus in their supply chain.
Films .
Revenues from the sale of commercial films were $208,000 and $247,000 during the three and six month periods ended June 30, 2026, compared
to $350,000 and $777,000 during the same periods of 2025. Sales in this area have been inconsistent due to a small number of customers
and a significant number of competitors.
Other
Revenues : Revenues from the sale of other products were $1,074,000 and $3,702,000 during the three and six month periods ended June
30, 2026 compared to $2,095,000 and $2,237,000 during the same periods of 2025. Other revenues during these periods primarily consisted
of: (i) sales of balloon-inspired gift products, including candy and small inflated balloons packaged in small containers; and (ii) sales
of accessories and supply items related to balloon products. The main reason for the fluctuation of the sales is due to timing of Valentine’s
Day related shipments, which occurred in December 2024 compared to Q1 2025 for the following year.
Sales
to a limited number of customers continue to represent a large percentage of our net sales. The table below illustrates the impact on
sales of our top three and ten customers for the three and six month periods ended June 30, 2026 and 2025.
Three Months Ended June 30,
% of Sales
2026
2025
Top 3 Customers
87 %
86 %
Top 10 Customers
94 %
94 %
Six Months Ended June 30,
% of Sales
2026
2025
Top 3 Customers
87 %
84 %
Top 10 Customers
94 %
93 %
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Table of Contents
During
the three and six months ended June 30, 2026 and 2025, there were two customers whose purchases represented more than 10% of the Company’s
consolidated net sales. Sales to these customers for the three and six months ended June 30, 2026 and 2025 are as follows:
Three Months Ended June 30,
2026
2025
Customer
Net Sales
% of Net Sales
Net Sales
% of Net Sales
Customer A
$ 1,805,000
44 %
$ 2,153,000
38 %
Customer B
$ 1,536,000
37 %
$ 2,456,000
44 %
Six Months Ended June 30,
2026
2025
Customer
Net Sales
% of Net Sales
Net Sales
% of Net Sales
Customer A
$ 4,183,000
41 %
$ 5,244,000
50 %
Customer B
$ 4,504,000
44 %
$ 2,979,000
28 %
As
of June 30, 2026, the total amounts owed to the Company by these customers were approximately $3,195,000 or 97% of the
Company’s consolidated accounts receivable. The amounts owed at June 30, 2025 by these customers were $3,484,000 or 89% of the
Company’s consolidated accounts receivable. This concentration also affects the Company’s liquidity: eligible
accounts receivable from these customers constitute a substantial portion of the borrowing base under the Revolving Credit Facility,
and the loss of, or significant payment delays by, either customer would reduce availability thereunder.
Cost
of Sales . During the three and six month periods ended June 30, 2026, the cost of sales was $3,362,000 and $8,502,000 compared to
$4,479,000 and $8,415,000 respectively for the same periods of 2025, with the change driven largely by changes in sales volume. As a
percentage of sales, cost of sales was 86% and 85% during the three and six months ended June 30, 2026, compared to 82% during the three
and six months ended June 30, 2025. The increase in cost of sales is attributed to increased purchase costs due to inflationary
trends in the US market.
General
and Administrative . During the three and six month periods ended June 30, 2026, general and administrative expenses were $675,000
and $1,598,000 as compared to $754,000 and $1,593,000, respectively, for the same periods of 2025.
Selling,
Advertising and Marketing : During the three and six month periods ended June 30, 2026, selling, advertising and marketing expenses
were $183,000 and $373,000 as compared to $205,000 and $410,000, respectively, for the same period in 2025. Selling, advertising and
marketing costs have decreased by $22,000 and $37,000.
Other
Income (Expense) : During the three and six month periods ended June 30, 2026, the Company incurred interest expense of $225,000 and
$467,000 as compared to interest expense of $227,000 and $465,000, respectively, during the same periods of 2025.
Financial
Condition, Liquidity and Capital Resources
Cash
Flow Items.
Operating
Activities . During the six months ended June 30, 2026, net cash provided by operations was $2,535,000 ,
compared to net cash provided by operations during the six months ended June 30, 2025 of $1,714,000.
Significant
changes in working capital items during the six months ended June 30, 2026 included:
●
A
decrease in accounts receivable of $2,660,000 compared to a decrease in accounts receivable of $1,608,000 in the same period of 2025.
●
A
decrease in inventory of $911,000 compared to a decrease in inventory of $313,000 in 2025.
●
A
decrease in trade payables of $195,000 compared to a decrease in trade payables of $104,000 in 2025.
●
An
increase in prepaid expenses and other assets of $68,000 compared to a decrease of $169,000 in 2025.
●
A
decrease in accrued liabilities of $323,000 compared with a decrease in accrued liabilities of $50,000 in 2025.
Investing
Activity . During the six months ended June 30, 2026, cash used in investing activity was $30,000, compared to cash used in investing
activity for the same period of 2025 in the amount of $42,000.
Financing
Activities . During the six months ended June 30, 2026, cash used in financing activities was $2,282,000 compared to cash used in
financing activities for the same period of 2025 in the amount of $1,874,000. Financing activity during 2026 consisted principally
of changes in the balances of revolving and principal repayments on term loan debt.
Liquidity
and Capital Resources .
At
June 30, 2026, the Company had cash balances of $320,000 compared to cash balances of $18,000 for the same period of 2025.
14
Table of Contents
The
ability of the Company to continue as a going concern is dependent on the Company executing its business plan and, if unable to do so,
in obtaining adequate capital on acceptable terms to fund any operating losses. Management’s plans to continue as a going concern
include raising additional capital, including through a potential registered offering of equity securities, as well as borrowings, continuing to focus on attaining profitable operations, and exploring alternative funding sources
on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of
its plans.
The supply chain constraints, inflationary pressures and tariffs are expected to impact to some extent our operations and
reduced access to capital. The ability of the Company to continue as a going concern is dependent upon its ability to successfully generate
or otherwise secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the
Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying
consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going
concern. Although the Company remained in compliance with all financial covenants under the Credit Agreement as of June 30,
2026, management concluded that substantial doubt exists because anticipated operating cash flows and liquidity remain dependent upon
obtaining additional financing or achieving sustained profitability.
The
Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under
the Credit Agreement. While the Company expects to have access to needed capital at reasonable cost, there can be no assurance of success,
and as such, might negatively impact the Company’s ability to continue as a going concern.
Seasonality
In
the foil balloon product line, sales have historically been seasonal with approximately 40% occurring in the period from December through
March of the succeeding year and 24% being generated in the period July through October in recent years.
Critical
Accounting Estimates
The
critical accounting estimates utilized by the Company in preparation of the accompanying financial statements are set forth in Part II,
Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations”. There have been no material changes to these policies
since December 31, 2025.
Item
3. Quantitative and Qualitative Disclosures Regarding Market Risk
Not
applicable.
Item
4. Controls and Procedures
(a)
Disclosure Controls and Procedures
We
maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the reports filed
or submitted under the Exchange Act, is recorded, processed, summarized, and reported within the time periods specified by the Commission’s
rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be
disclosed in our reports filed or submitted under the Exchange Act are properly recorded, processed, summarized and reported within the
time periods required by the Commission’s rules and forms.
We
carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer
(principal executive officer) and Corporate Controller (principal financial officer), of the effectiveness of the design and
operation of these disclosure controls and procedures, as such term is defined in Exchange Act Rule 13a-15(e), as of June 30,
2026 . Based on this evaluation, the Chief Executive Officer (principal executive officer) and Corporate Controller
(principal financial officer) concluded that our disclosure controls and procedures were not effective as of June 30, 2026, the end
of the period covered by this Quarterly Report on Form 10-Q, due to the material weaknesses described below.
15
Table of Contents
(b)
Management’s Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules
13a-15(f) and 15d-15(f) under the Exchange Act.
Internal
control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management
has assessed the effectiveness of our internal control over financial reporting as of June 30, 2026. In making our assessment of the
effectiveness of internal control over financial reporting, management used the criteria set forth in Internal Control — Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).
A
material weakness is a control deficiency, or combination of control deficiencies, in internal control over financial reporting such
that there is a reasonable possibility that a material misstatement of the registrant’s annual or interim financial statements
will not be prevented or detected on a timely basis. As a result of our evaluation of our internal control over financial reporting,
management identified the following material weaknesses in our internal control over financial reporting:
●
We
lack a sufficient number of accounting professionals with the necessary knowledge, experience and training to adequately account
for the application of new accounting standards as well as significant, unusual transactions particularly with regard to equity financing
arrangements and the timing of recognition of certain non-cash charges.
Accordingly,
management concluded that we did not maintain effective internal control over financial reporting as of June 30, 2026.
Plan
for Remediation of Material Weakness
The Company intends to remediate
the material weakness through measures that are expected to include engaging outside technical accounting resources with respect to significant
and unusual transactions, including equity financing arrangements; enhancing management review procedures over the application of new
accounting standards and the timing of recognition of non-cash charges; and periodic reporting to the Audit Committee on
remediation progress . As management continues to evaluate
and refine our internal control framework, additional steps may be taken to address any remaining deficiencies or to further strengthen
remediation measures already in place.
(c)
Changes in Internal Control over Financial Reporting
There
were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act,
during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
16
Table of Contents
Part
II. OTHER INFORMATION
Item
1. Legal Proceedings
The
Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is
unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a
material adverse effect upon our financial condition, cash flows or future results of operation.
Item
1A. Risk Factors
There
have been no material changes to the risk factors previously disclosed in Part I, Item 1A of the Company’s Annual Report on Form
10-K for the year ended December 31, 2025.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item
3. Defaults Upon Senior Securities
None.
Item
4. Mine Safety Disclosures
Not
applicable.
Item
5. Other Information
On
April 22, 2026, the Board of Directors of Yunhong Green CTI Ltd. (the “Company”) appointed Fred H.F. Chak, an existing member
of the Board, to serve as Chairman of the Board, effective April 27, 2026. Mr. Chak succeeds Gerald D. Roberts Jr., who has served as
interim Chairman of the Board since February 17, 2026. Mr. Roberts will continue to serve as a director of the Company.
During
the fiscal quarter ended June 30, 2026, none of the Company’s directors or executive officers adopted , modified , or terminated
a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement, as such terms are defined in Item 408(a) of Regulation S-K.
17
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Item
6. Exhibits
The
following are being filed as exhibits to this report:
Exhibit
Number
Description
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 Corporate Controller and Principal Financial Officer pursuant to Rule 13a-14(a) and rule 15d-14(a) of the Securities Exchange Act, as amended (filed herewith).
32**
Certification of Chief Executive Officer, Corporate Controller and Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
101*
Interactive
Data Files, including the following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
2026, formatted in inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income (Loss), (iii) the
Consolidated Statements of Cash Flows, (iv) Consolidated Statements of Shareholders’ Equity, and (v) the Notes to Consolidated
Financial Statements.
104
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*
Filed
herewith
**
furnished
herewith
18
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SIGNATURES
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 thereunto duly authorized.
Date:
August 7, 2026
Yunhong
Green CTI Ltd.
By:
/s/
Jana M. Schwan
Jana
M. Schwan
Chief
Executive Officer
By:
/s/
Sree Kommana
Sree
Kommana
Corporate
Controller and Principal Financial Officer
19
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.