Yunhong Green CTI locks preferred shares to clear path for stock sale

Yunhong Green CTI Ltd. (Nasdaq: YHGJ) disclosed on September 29, 2026, that it entered into Conversion Restriction and Waiver Agreements with two major preferred stockholders to facilitate a proposed public offering of common stock. The agreements, signed with Wickbur Holdings LLC and Agile Wisdom International Limited, impose specific restrictions on the conversion, exercise, and transfer of their respective preferred shares and warrants.

Wickbur Holdings LLC holds all 130,000 outstanding shares of the company’s Series E Convertible Preferred Stock along with Common Stock Purchase Warrant No. E-1. Agile Wisdom International Limited holds all 70,000 outstanding shares of Series F Convertible Preferred Stock and Common Stock Purchase Warrant No. F-1. Under the new agreements, these holders agreed not to convert their preferred stock or exercise their warrants during a defined restricted period. They also agreed not to transfer these securities, except to permitted transferees who agree to be bound by the same terms.

The restricted period lasts until 61 days after a holder delivers written notice of termination. Holders cannot deliver this notice before the later of two dates: the final closing or abandonment of the offering, or the second anniversary of the agreement. As part of the deal, each holder consented to the offering under the applicable stock purchase agreement and certificate of designation. They also waived their piggyback registration rights regarding this specific offering.

In return for these concessions, Yunhong Green CTI extended the expiration date of each warrant from March 11, 2027, to March 11, 2029. The company also waived its right to require the exercise of the warrants during the restricted period. For Agile Wisdom International Limited, the agreement adds a clause barring the issuer from paying dividends on the Series F Preferred Stock using common stock shares while the restrictions are in effect.

The agreements also amend the existing purchase agreements to align the conversion provisions of the preferred stock with the applicable certificate of designation. Each holder released any claims arising from the conversion provisions previously stated in their purchase agreements. The company noted that its description of the agreements is qualified by reference to their full text.

In a separate item filed on October 5, 2026, Yunhong Green CTI’s Board of Directors fixed December 30, 2026, as the date for its 2026 annual meeting of shareholders. The meeting is scheduled for 9:00 a.m. Central Time. Because this date is more than 30 calendar days from the anniversary of the 2025 annual meeting, which was held on August 22, 2025, the company established specific deadlines for shareholder actions.

Shareholders must submit notices of director nominations by October 15, 2026, to comply with Article III, Section 2 of the company’s Amended and Restated Bylaws. Those intending to solicit proxies for director nominees other than the company’s nominees must deliver notices required by Rule 14a-19(b) under the Securities Exchange Act of 1934 by October 31, 2026. Compliance with Rule 14a-19 does not exempt shareholders from bylaws requirements. The deadline for shareholder proposals under Rule 14a-8 for inclusion in proxy materials is October 23, 2026.