UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2021

YUNHONG CTI LTD.

(Exact name of registrant as specified in charter)

22160 N. Pepper Road, Lake Barrington, IL 60010

(Address of principal executive offices) (Zip Code)

(847) 382-1000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mart if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 25, 2021, the board of directors (the “Board”) of Yunhong CTI Ltd. (the “Company”) appointed Frank Cesario, the Company’s former President, Chief Executive Officer and Chief Financial Officer as a director and member of the Board’s audit committee to fill the vacancy caused by Bret Tayne’s resignation. In addition, the Board appointed Wan Zhang, a current member of the Board, to serve as Chairperson of the Audit Committee.

In September 2020, Mr. Cesario joined Radiac Abrasives, Inc. as its Chief Financial Officer. On September 10, 2020, Mr. Cesario resigned from all positions with the Company after serving as the Company’s Chief Financial Officer from November 20, 2017 until June 2020, a director of the Company since December 31, 2019, and as the Company’s President and Chief Executive Officer since January 2, 2020. Mr. Cesario brings nearly 20 years of CFO and controller experience at manufacturing entities. Prior to joining the Company, Mr. Cesario served in such roles with Nanophase Technologies Corporation and ISCO International, Inc., publicly traded global suppliers of advanced materials and telecommunications equipment, respectively, as well as Turf Ventures LLC, a privately held chemicals distributor. He began his career with KPMG Peat Marwick and then served in progressively responsible finance positions within Material Sciences Corporation and Outokumpu Copper, Inc. Mr. Cesario holds an MBA (Finance) from DePaul University and a B.S. (Accountancy) from the University of Illinois, and is a registered CPA in the State of Illinois.

There are no family relationships between Mr. Cesario and any director or executive officer of the Company.

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, 2021