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Note 13 - Summary of Subsequent Events
3 Months Ended
Mar. 31, 2019
Notes to Financial Statements  
Subsequent Events [Text Block]
Note
13
- Summary of Subsequent Events
 
 
In
July
of
2019
management and the Board engaged in a review of the Company’s international subsidiaries and determined that they are
not
accretive to the Company overall, add complexity to the Company’s structure and utilize resources.  Therefore, as of
July 19, 2019,
the board authorized management to divest of all international subsidiaries.   The Company divested its United Kingdom subsidiary in the
fourth
quarter
2019
and expects to divest its European (German) and Mexican subsidiaries in the
first
half of
2020.
  The operations of these entities will be presented as discontinued operations in the
third
quarter
2019,
the period in which they met the accounting criteria for discontinued operations. These actions are being taken to focus our resources and efforts on our core business activities, particularly foil balloons and ancillary products based in the United States.   In
October 2019,
we determined that we would
not
renew our Trademark License Agreement with SC Johnson when it expired on
December 31, 2019.  
Under this Agreement, we were licensed to manufacture and sell a line of vacuum sealing machines and pouches under the Ziploc® Brand Vacuum Sealer System.   The terms of the Agreement included a run-off provision which allowed us to sell products under the Ziploc® trademark for
90
days after the end of the Agreement.   For the
three
months ended
March 31, 2019,
we had revenue of
$2.2
million associated with products which utilized the Ziploc® trademark.   Our exit of the Ziploc® product line is considered a strategic shift and will have a major effect on our operations and financial results on a go forward basis.   However, as we continued to utilize the Ziploc® related assets in
2020,
those assets will
not
be considered abandoned until they cease to be used at the end of the
first
quarter of
2020.
   Therefore, our Ziploc® operations cannot be classified as discontinued operations in these financial statements but will be presented as discontinued operations when all of the applicable accounting criteria are met. We have also dramatically changed our capital structure.  On
January 3, 2020
we entered into a securities purchase agreement, as amended on
February 24, 2020
and
April 13, 2020, (
the “LF Purchase Agreement”) with LF International Pte., a Singapore private limited company (the “LF International”), which is controlled by Company director Mr. Yubao Li, pursuant to which the Company agreed to issue and sell, and LF International agreed to purchase, up to
500,000
shares of the Company’s newly created Series A Convertible Preferred Stock (“Series A Preferred”), with each share of Series A Preferred initially convertible into
ten
shares of the Company’s common stock, at a purchase price of
$10.00
per share, for aggregate gross proceeds of
$5,000,000
(the “LF International Offering”).  As a result of the LF International Offering, a change of control of the Company
may
occur. As permitted by the LF Purchase Agreement, the Company
may,
in its discretion issue up to an additional
200,000
shares of Series A Preferred for a purchase price of
$10.00
per share to additional investors (the “Additional Shares Offering,” and collectively with the LF International Offering, the “Offering”). On
January 13, 2020,
the Company conducted its
first
closing of the LF International Offering, resulting in aggregate gross proceeds of
$2,500,000.
Pursuant to the LF Purchase Agreement, LF International received the right to nominate and elect
one
member to the Company’s board of directors (subject to certain adjustments), effective as of the
first
closing, as well as a
second
director by the earlier of (i) the Company’s upcoming
2020
annual meeting of shareholders and (ii)
May 15, 2020
and a
third
director by the Company’s upcoming
2020
annual meeting of shareholders. Pursuant to LF International’s nomination, effective
January 13, 2020,
the Board appointed Mr. Yubao Li as a director of the Company. Additionally, pursuant to the LF Purchase Agreement, on
March 12, 2020,
the Company changed its name to Yunhong CTI Ltd. To date, the Company has sold
492,660
shares of Series A Preferred to LF International and other accredited investors for aggregate gross proceeds of
$4,926,600.
Additionally, on
April 1, 2020,
an investor converted an accounts receivable of
$482,000
owed to the investor by the Company in exchange for
48,200
shares of Series A Preferred.  Our business and results of operations
may
be negatively impacted by the spread of COVID-
19.
  We sell our products throughout the United States and in many foreign countries and
may
be impacted by public health crises beyond our control. This could disrupt our operations and negatively impact sales of our products. Our customers, suppliers and distributors
may
experience similar disruption. In
December 2019,
COVID-
19
was reported in Wuhan, China. The World Health Organization has since declared the outbreak to constitute a pandemic. The extent of the impact of COVID-
19
on our operational and financial performance will depend on certain developments, including the duration and spread of the outbreak, the impact on our customers and employees, all of which are uncertain and cannot be predicted. The preventative and protective actions that governments have taken to counter the effects of COVID-
19
have resulted in a period of business disruption, including delays in shipments of products and raw materials. To the extent the impact of COVID-
19
continues or worsens, the demand for our products
may
be negatively impacted, and we
may
have difficulty obtaining the materials necessary for the production of our products. In addition, the production facilities of our suppliers
may
be closed for sustained periods of time and industry-wide shipment of products
may
be negatively impacted, the severity of which
may
exceed the
$1
million in Payroll Protection Program funds received by the Company from the US Federal Government. COVID-
19
has also delayed certain strategic transactions the Company intended to close on in the near future and the Company does
not
know if and when such transactions will be completed.