Entry into a Material Definitive



As previously disclosed on a Current Report on Form 8-K of CTI Industries Corporation (the Company), on January 3, 2020, the Company entered into a stock purchase agreement (the Purchase Agreement), pursuant to which the Company agreed to issue and sell, and LF International Pte. Ltd., a Singapore private limited company (the Investor), agreed to purchase, up to 500,000 shares of the Companys newly created Series A Convertible Preferred Stock (Series A Preferred), with each share of Series A Preferred initially convertible into ten shares of the Companys common stock, at a purchase price of $10.00 per share, for aggregate gross proceeds of $5,000,000 (the Offering). On January 13, 2020, the Company conducted its first closing of the Offering, resulting in aggregate gros s proceeds of $2,500,000.



The Purchase Agreement contemplates a second closing for the purchase and sale of an additional 250,000 shares of Series A Preferred (the Second Closing), which is subject to certain closing conditions. However, on February 24, 2020, to permit an interim closing prior to the satisfaction of the relevant closing conditions to, and the consummation of, the Second Closing, the Company and the Investor entered into an amendment to the Purchase Agreement (the Purchase Agreement Amendment), pursuant to which the Company agreed to issue and sell, and the Investor agreed to purchase, 70,000 shares of Series A Preferred at a purchase price of $10.00 per share, for aggregate gross proceeds of $700,000. As an inducement to enter into the Purchase Agreement Amendment, the Company i) granted to the Investor the right to appoint and elect a second member to the Companys Board of Directors and ii) agreed to issue to the Investor 140,000 shares of the Companys common stock.



In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.



The foregoing description of the Purchase Agreement Amendment is only a summary and is qualified in its entirety by reference to the full text of the Purchase Agreement Amendment attached as

Exhibit

10.1

hereto.



Item 3.02 Unregistered Sales of Equity Securities.



As permitted by the 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.On February 21, 2020, the Company sold 22,060 shares of Series A Preferred for an aggregate purchase price of $220,600.



In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving a public offering.



The information set forth in Item 1.01 is incorporated by reference herein.



Item 9.01 Financial Statements And Exhibits

.



(d) Exhibits



The exhibits listed below are furnished as Exhibits to this Current Report on Form 8-K.






Exhibit No.







Description






10.1







Purchase Agreement Amendment




















SIGNATURE



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 hereunto duly authorized.



Date: February 26, 2020









CTI INDUSTRIES CORPORATION

















By:




/s/ Frank Cesario












Frank Cesario












President, Chief Executive Officer and Chief Financial Officer










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