International Pte. Lf, a major owner of CTI Industries Corporation, has just filed an initial statement of beneficial ownership where 400,000 shares of CTI Industries Corporation were declared. This form is usually filed as a prelude to receiving options or buying company shares, so there may be more to come from Lf. Lf operates out of Singapore, U0. Some additional info was provided as follows:
Pursuant to that certain Stock Purchase Agreement, dated January 3, 2020, as amended (the "SPA"), by and between Yunhong CTI Ltd. (formerly known as CTI Industries Corporation, the "Company") and LF International Pte. Ltd. (the "Reporting Person"), the Company agreed to issue and sell up to 500,000 shares of the Series A Convertible Preferred Stock, no par value per share ("Series A Preferred Stock"), of the Company at a purchase price of $10.00 per share, and an aggregate of 400,000 shares of the Company's common stock ("Common Stock"), valued at $1 per share, for aggregate gross proceeds of up to $5,000,000 (the "Offering").
Each holder of Series A Preferred Stock shall have the right to convert the stated value of such shares, as well as accrued but unpaid declared dividends thereon (collectively the "Conversion Amount") into Common Stock. The number of shares of Common Stock issuable upon conversion of the Conversion Amount shall equal the Conversion Amount divided by the conversion price of $1.00, subject to certain customary adjustments, such that each share of Series A Preferred Stock is initially convertible into ten (10) shares of Common Stock.
On January 13, 2020, the parties conducted the first closing of the Offering by which the Company issued 250,000 Series A Preferred Stock to the Reporting Person, resulting in aggregate gross proceeds of $2,500,000. On February 28, 2020, the parties completed an interim closing of the Offering by which the Company issued to the Reporting Person 70,000 shares of Series A Preferred Stock and 140,000 shares of Common Stock. On April 13, 2020, the parties completed an additional interim closing of the Offering by which the Company issued to the Reporting Person 130,000 shares of Series A Preferred Stock and 260,000 shares of Common Stock.
The Series A Preferred Stock is convertible at any time and has no expiration date, except that it may not be converted into shares of Common Stock to the extent such conversion would result in the holder beneficially owning more than 4.99% ("Maximum Percentage") of the Company's outstanding Common Stock. In connection with the additional interim closing on April 13, 2020, the Reporting Person waived such Maximum Percentage.
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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