Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
August 07 2024 - 6:11AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
Commission
File Number: 000-23115
(Check
one): |
☐
Form 10-K |
☐
Form 20-F |
☐
Form 11-K |
☒
Form 10-Q |
☐
Form 10-D |
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|
|
|
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|
☐
Form N-SAR |
☐
Form N-CSR |
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For
Period Ended: June 30, 2024 |
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☐
Transition Report on Form 10-K |
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☐
Transition Report on Form 20-F |
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☐
Transition Report on Form 11-K |
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☐
Transition Report on Form 10-Q |
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☐
Transition Report on Form N-SAR |
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For
the Transition Period Ended: _________________ |
PART
I — REGISTRANT INFORMATION
Yunhong
Green CTI Ltd.
(Full
Name of Registrant)
(Former
Name if Applicable)
22160
N. Pepper Road
Address
of Principal Executive Office
Lake
Barrington, Illinois 60010
City,
State and Zip Code
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
|
(a)
|
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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☐ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
(Attach
Extra Sheets if Needed)
The
Quarterly Report on Form 10-Q for the period ended June 30, 2024 (the “Form 10-Q”) of Yunhong Green CTI Ltd. (the “Company”)
could not be filed within the prescribed time period without unreasonable effort or expense for the reasons set forth below:
On
May 3, 2024, the Securities and Exchange Commission (the “Commission”) issued an order reporting that it had settled administrative
and cease-and-desist proceedings against the Company’s former auditor, BF Borgers CPA PC (“BF Borgers”) and its sole
audit partner, Benjamin F. Borgers CPA, permanently barring BF Borgers and Mr. Borgers from appearing or practicing before the Commission
as an accountant (the “Order”).
As
a result of the Order, the Company’s financial statements for the years ending December 31, 2023 and December 31, 2022, which were
audited by BF Borgers, and the Company’s interim financial statements for the quarters ending March 31, 2023, June 30, 2023 and
September 30, 2023, which were reviewed by BF Borgers, may no longer be incorporated into the Company’s filings with the Commission,
including without limitation the Form 10-Q.
Accordingly,
the Company requires additional time to complete its financial statements for the quarter ended June 30, 2024, and to confirm
the impact of BF Borgers’ and Mr. Borger’s conduct as described in the Order on the Company’s financial statements
for such quarter and for prior periods.
As
previously reported in the Company’s Current Report on Form 8-K filed with the Commission on April 5, 2024, the Company dismissed
BF Borgers as its auditor, effective April 1, 2024, and appointed Wolf & Company, P.C. (“Wolf & Co.”) as its new
auditor, effective April 1, 2024.
The
Company is working diligently with Wolf & Co. to complete the Form 10-Q as soon as possible, and to take other appropriate steps
in light of BF Borgers’ and Mr. Borger’s conduct as described in the Order.
PART
IV — OTHER INFORMATION
(1) |
Name
and telephone number of person to contact in regard to this notification |
|
Frank
J. Cesario |
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(847) |
|
382-1000 |
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(Name) |
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(Area
Code) |
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(Telephone
Number) |
(2) |
Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). |
Yes
☐ No ☒
|
As previously
reported by the Company on a Form 12b-25 dated May 9, 2024, and on a Current Report on Form 8-K dated May 28, 2024, due to the matters
concerning BF Borgers summarized in such filings and above in this filing, the Company has been unable to file its Quarterly Report
on Form 10-Q for the period ended March 31, 2024 (the “Q1 2024 Form 10-Q”) with the prescribed time period. The Company
is working diligently with Wolf & Co. to complete the Q1 2024 Form 10-Q as soon as possible. |
(3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? |
Yes
☐ No ☒
Yunhong
Green CTI Ltd.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 7, 2024 |
By: |
/s/
Frank Cesario |
|
|
Frank
Cesario |
|
|
Chief
Executive Officer |
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