YUNHONG GREEN CTI LTD.

Yunhong Green CTI Ltd.

Notes to Unaudited Condensed Consolidated Financial Statements

Note 1 -Basis of Presentation and Significant Accounting Policies

The accompanying unaudited condensed consolidated interim financial statements have been prepared and, in the opinion of management, contain all material adjustments (consisting of those of a normal recurring nature) considered necessary to present fairly the consolidated financial position and the consolidated statements of loss and consolidated cash flows for the periods presented in conformity with generally accepted accounting principles for interim consolidated financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X.

Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America. Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2026. It is suggested that these condensed consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 23, 2026, which can be found on the Company’s website (www.ctiindustries.com) orwww.sec.gov.

The financial information presented in these financial statements has been rounded to the nearest thousand dollars ($000), which is in accordance with our policy to simplify the presentation. The financial information is not presented in thousand-dollar increments.

All of the Company’s historical share and per share information related to issued and outstanding common stock, outstanding share based awards and warrants exercisable for common stock in these financial statements have been adjusted, on a retroactive basis, to reflect the 1-for-10 reverse stock split approved by the Company’s shareholders on August 22, 2025 and effective October 1, 2025.

Principles of consolidation and nature of operations:

Yunhong Green CTI Ltd., its wholly owned subsidiary Yunhong Technology Industry (Hubei) Co., Ltd., and its inactive subsidiary CTI Supply, Inc. (collectively, the “Company”) (i) design, manufacture and distribute metalized balloon products throughout the world, (ii) distribute purchased latex balloons products, and (iii) operate systems for the production, lamination, coating and printing of films used for food packaging and other commercial uses and for conversion of films to flexible packaging containers and other products.

The condensed consolidated financial statements include the accounts of Yunhong Green CTI Ltd., CTI Supply, Inc., and Yunhong Technology Industry (Hubei) Co., Ltd. All intercompany accounts and transactions have been eliminated in consolidation. See Note 2 to the consolidated financial statements included in Form 10-K for the fiscal year ended December 31, 2025.

Use of estimates:

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management makes estimates and assumptions that affect the amounts reported of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period in the financial statements and accompanying notes. Actual results may differ from those estimates. The Company’s significant estimates include recoverability and impairment of long-lived assets, valuation allowances for doubtful accounts, inventory valuation and valuation of deferred tax assets.

Segments:

The Company views its operations and manages its business asone segment, both in terms of geography and operations. All manufacturing occurs in the United States. Due to the single reportable segment, this financial information is presented on the Consolidated Statements of Loss. There are no significant segment expenses reported to the chief operating decision maker (CODM), which is the Chief Executive Officer. The Company’s CODM regularly reviews financial information presented and does not evaluate the Company’s operating segment using asset or liability information. Instead, the CODM uses revenue, gross margin, and net income or loss to allocate operating and capital resources and assess performance by comparing actual results to historical results and previously forecasted financial information.

Earnings per share:

Basic (loss) per share is computed by dividing net loss attributable to common shareholders by the weighted average number of shares of common stock outstanding during each period.

Diluted (loss) per share is computed by dividing the net loss attributable to common shareholders by the weighted average number of shares of common stock and equivalents (stock options and warrants), unless anti-dilutive, during each period. In periods for which there is a net loss, diluted loss per common share is equal to basic loss per common share, since the effect of including any common stock equivalents would be antidilutive.

For both June 30, 2026 and 2025 , shares to be issued upon the exercise of warrants aggregated 55,600. No options were outstanding for the three months ended June 30, 2026 and 2025. The number of shares included in the determination of earnings on a diluted basis for the three months ended June 30, 2026 and 2025 were none, as doing so would have been anti-dilutive.

Revenue recognition:

Net sales include revenues from sales of products and shipping and handling charges, net of estimates for product returns. Revenue is measured at the amount of consideration the Company expects to receive in exchange for the transferred products. Revenue is recognized at the point in time when we transfer the promised products to the customer and the customer obtains control over the products. The Company recognizes revenue for shipping and handling charges at the time the goods are shipped to the customer, and the costs of outbound freight are included in cost of sales, as we have elected the practical expedient included in ASC 606.

The Company provides for product returns based on historical return rates. While we incur costs for sales commissions to our sales employees and outside agents, we recognize commission costs concurrent with the related revenue, as the amortization period is less than one year and we have elected the practical expedient included in ASC 606. We do not incur incremental costs to obtain contracts with our customers. Our product warranties are assurance-type warranties, which promise the customer that the products are as specified in the contract. Therefore, the product warranties are not a separate performance obligation and are accounted for as described herein. Sales taxes assessed by governmental authorities are accounted for on a net basis and are excluded from net sales.

Note 2–Liquidity and Going Concern

The Company’s financial statements are prepared using accounting principles generally accepted in the United States (“U.S. GAAP”) applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has a cumulative net loss from inception to June 30, 2026 of approximately $29 million. The accompanying financial statements for the three months ended June 30, 2026 have been prepared assuming the Company will continue as a going concern. Existing cash resources and cash expected to be generated from operations are not expected to be sufficient to fund the Company’s anticipated operating requirements over the next twelve months without additional financing.

The ability of the Company to continue as a going concern is dependent on the Company having adequate capital to fund its operating plan and performance. Management’s plans to continue as a going concern include raising additional capital , including through a potential registered offering of equity securities, as well as borrowings, continuing to focus on attaining profitable operations, and exploring alternative funding sources on an as needed basis. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. The supply chain challenges, inflationary pressures and tariffs have impacted on the Company’s business operations to some extent and is expected to continue to do so and these impacts may include reduced access to capital. The ability of the Company to continue as a going concern may be dependent upon its ability to successfully secure other sources of financing and attain profitable operations. There is substantial doubt about the ability of the Company to continue as a going concern for one year from the issuance of the accompanying consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company’s primary sources of liquidity have traditionally been comprised of cash and cash equivalents as well as availability under a Credit Agreement. The Credit Agreement with Line Financial, as most recently amended in September 2025, includes a revolving credit facility for up to $7 million and a term loan of $0.7 million, all supported by the majority of our assets. This Agreement was extended during September 2025, to mature April 30, 2027, under substantially similar terms.

Note 3 -Debt

Senior Facilities

On September 30, 2021 (the “Closing Date”), the Company entered into a loan and security agreement (the “Agreement”) with Line Financial (the “Lender”), which provides for a senior secured financing consisting of a revolving credit facility (the “Revolving Credit Facility) in an aggregate principal amount of up to $7 million, as amended (the “Maximum Revolver Amount”), subject to borrowing base provisions, and term loan facility (the “Term Loan Facility”) in an aggregate principal amount of $731,250 (“Term Loan Amount” and, together with the Revolving Credit Facility, the “Senior Facilities”). The Senior Facilities are secured by substantially all assets of the Company. The Company has remained in compliance with all material covenants since inception.

Borrowings under the Revolving Credit Facility bear interest at the prime rate +7.82% (14.57% as of June 30, 2026), payable monthly in arrears. The Term Loan Facility bears interest at the prime rate +1.45% (8.2% as of June 30, 2026) and is repaid in 48 monthly installments of approximately $15,000. The Company also pays collateral monitoring fees of 4.62% of the eligible accounts receivable, inventory, and equipment supporting both facilities.

Originally maturing September 30, 2023, the Senior Facilities were extended to April 30, 2027 pursuant to a Fifth Amendment executed on September 30, 2025, which also increased the revolving commitment from $6.0 million to $7.0 million and added a 0.75% renewal fee, payable in two equal installments in October 2025 and September 2026. A $12,500 commitment fee was also incurred. All other material terms, including borrowing base, collateral, and covenants, remained unchanged.

The facility automatically renews for successive one-year periods unless either party provides written notice of termination not less than 90 days prior to the end of the then-current term. The Company may prepay the Term Loan Facility (together with accrued interest and any applicable prepayment fee) in whole, but not in part, upon at least 60 days’ prior written notice.

The Agreement requires the Company to maintain minimum tangible net worth of $4.0 million, subject to adjustment by the Lender. The Company was in compliance with this covenant as of June 30, 2026 and 2025. The Agreement also limits additional indebtedness, liens, dividends, mergers, and annual capital expenditures exceeding $1.0 million.

As of June 30, 2026 and December 31, 2025, the term loan balance was approximately $0.45 and $0.5 million, respectively, and the revolving balance was $4.6 million and $6.8 million, respectively. There was $2.4 million remaining available for borrowing under the Revolving Credit Facility as of June 30, 2026.

Notes payable, Related Party

The Company is party to a note payable to John H. Schwan, Director and former Chairman of the Board, for an initial amount of $1.3 million as of December 31, 2023 and an interest rate of 6%. The Company repaid $1 million to Mr. Schwan during January 2024. The parties agreed to the payment of the remaining $0.3 million at a future date to be determined. This related party note payable is subordinate to the Senior Facilities.

Note 4 -Shareholders’ Equity

Series E Convertible Preferred Stock

The Company’s Articles of Incorporation, as amended, authorized the issuance of 130,000 shares of Series E Convertible Preferred Stock (“Series E Preferred”). The Series E Preferred can be converted to common stock, at the option of the holder, at the rate of ten (10) shares of the company’s common stock, no par value. Holders of the Series E Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or otherwise based on the terms of the agreement. Accrued dividends of $261,000 and $205,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 36,140 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

Series F Convertible Preferred Stock

The Company’s Articles of Incorporation, as amended, authorized the issuance of 70,000 shares of Series F Preferred. The Series F Preferred can be converted to common stock, at the option of the holder, at the rate often (10) shares of the Company’s common stock, no par value. Holders of the Series F Preferred will be entitled to receive quarterly dividends at the annual rate of 8.5% of the stated value ($10 per share) and have a liquidation preference over common stock. Such dividends may be paid in cash or stock, at the Company’s discretion, based on the terms of the agreement. Accrued dividends of $140,000 and $110,000 were recorded as of June 30, 2026 and December 31, 2025, respectively. In addition, warrants to purchase 19,460 shares of the Company’s common stock were issued with respect to this transaction and are equity classified instruments. These warrants are exercisable until March 2027.

Warrants

As described above, in connection with the Series E and F convertible preferred equity issuances, a total of 55,600 warrants were issued, exercisable for the Company’s common stock at the lower of $15.2 per share or 90% of the 10 day VWAP.

A summary of the Company’s stock warrant activity is as follows:

As of June 30, 2026 the Company reserved the following shares of its common stock for the exercise of warrants, and preferred stock:

In total,2,055,600 shares of common stock were reserved for issuance upon exercise of outstanding warrants and conversion of the Series E and Series F Preferred Stock as of June 30, 2026

Restricted Stock Awards

Restricted Stock Units, Performance-Based Restricted Stock Units and Restricted Stock Awards:

Aggregated information regarding RSUs, PSUs and RSAs granted under the Plan is summarized below:

Differences between amount of vested awards and shares of common stock issued are attributable to timing differences.

Note 5 -Legal Proceedings

The Company may be party to certain lawsuits or claims arising in the normal course of business. The ultimate outcome of these matters is unknown but, in the opinion of management, we do not believe any of these proceedings will have, individually or in the aggregate, a material adverse effect upon our financial condition, cash flows or future results of operation.

Note 6–Inventories

Note 7 -Concentration of Credit Risk

Concentration of credit risk with respect to trade accounts receivable is generally limited due to the large number of entities comprising the Company’s customer base. The Company performs ongoing credit evaluations and provides an allowance for potential credit losses against the portion of accounts receivable which is estimated to be uncollectible. Such losses have historically been within management’s expectations.

During the three and six months ended June 30, 2026 and 2025, there were two customers whose purchases represented more than 10% of the Company’s consolidated net sales. Sales to these customers for the three and six months ended June 30, 2026 and 2025 are as follows:

As of June 30, 2026, the outstanding accounts receivable balance from these two customers was $3.2 million.

Note 8 -Related Party Transactions

Ms. Jana M. Schwan is the Company’s Chief Executive Officer. Her father, John H. Schwan, held several positions with the Company over many years, most recently as Chairman of the Board until June 2020 as discussed in Note 3, Mr. John H. Schwan was owed approximately $0.3 million as of both June 30, 2026 and December 31, 2025, in a note from the Company.

Icy Mellon LLC, the landlord of the Company’s Barrington Facility, is a shareholder of the Company. The Company’s Vice President – Strategy and Business Development also serves as a Manager of Icy Mellon LLC. On January 13, 2025, the Company issued 27,604 shares of common stock with an aggregate fair value of approximately $182,000 to settle rent payable that had been included in accrued expenses as of December 31, 2024. Rent expense related to Barrington facility was approximately $144,000 and $139,000 for the three months ended June 30, 2026, and 2025, respectively. As of June 30, 2026 and December 31, 2025, amounts due to Icy Mellon LLC totaled approximately $283,000 and $234,000.

During the three months ended June 30, 2026, the Company received a cash advance of $75,000 from Icy Mellon LLC. The Company had previously received cash advances totaling $150,000 from Icy Mellon LLC during 2025, resulting in aggregate advances of $225,000 held as of June 30, 2026. The advances were provided pending the execution of a definitive agreement, and the specific terms and purpose of the advances have not yet been finalized. Accordingly, the advances have been recorded as advances from investor on the Company’s condensed consolidated balance sheets.

Note 9 -Leases

We enter into lease contracts for certain of our facilities at two locations. Our leases have remaining lease terms of two andfive years.

The weighted average discount rate for our operating leases is 14.05%. We calculated the weighted-average discount rate using incremental borrowing rates, which equal the rates of interest that we would pay to borrow funds on a fully collateralized basis over a similar term.

At June 30, 2026, maturities of operating lease liabilities are as follows: