Entry into a Material Definitive



On October 17, 2017, Registrant and its
senior lender, BMO Harris Bank N.A., (Bank) entered into Amendment No. 11 to the Credit Agreement among Registrant
and the Bank. In the Amendment, (i) Registrant acknowledged its indebtedness to the Bank for a Mortgage Loan balance in the amount
of $1,664,456 and for a balance of $8,211,467 with respect to the Revolving Loans, (ii) the maturity date on the Mortgage Loan
and the Revolving Loans were extended to November 30, 2017 and (iii) the Bank provided a temporary overadvance line of $1,000,000
for the period from October 17, 2017 through November 30, 2017. Amendment No. 11 included certain additional covenants including
that, on or before October 20, 2017, Registrant would deliver to the Bank an executed lett er of intent from a third-party financial
institution providing for refinancing and payment of Registrants debt obligations to the Bank. Also, on October 17, 2017,
Registrant entered into Amendment No. 6 to the Note and Warrant Purchase Agreement among Registrant and its mezzanine lender, BMO
Private Equity (U.S.) Inc. (BMO Private Equity). In the Amendment, (i) Registrant acknowledged its indebtedness to
BMO Private Equity for a subordinated note in the principal amount of $5,000,000 and, for a note issued in connection with the
conversion by BMO Private Equity of warrants, in the amount of $815,139, (ii) BMO Private Equity agreed to defer payment of interest
due on October 2, 2017 in the amount of $150,139 to December 1, 2017. Amendment No. 6 includes covenants similar to that of Amendment
No. 11 with the Bank.



On October 19, 2017, Registrant delivered
to the Bank and to BMO Private Equity an executed non-binding Preliminary Memorandum of Terms and Conditions (Preliminary
Term Sheet) from a financial institution providing for an aggregate of up to $24,000,000 in senior secured financing to
(i) refinance existing senior bank and mezzanine debt, (ii) fund certain capital expenditures and (iii) provide for ongoing working
capital needs of Registrant. The Preliminary Term Sheet is non-binding and is subject to due diligence and to the execution of
a definitive agreement.




SIGNATURES



Pursuant to the requirements of the Securities Exchange Act
of 1934, CTI Industries Corporation has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized,
in the Village of Lake Barrington, Illinois, October 19, 2017.








CTI INDUSTRIES CORPORATION










By:


/s/ Stephen M. Merrick





Stephen M. Merrick, President










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