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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 1934
Date of Report (date of earliest event reported):
June 4, 2026
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
| 000-20936 |
13-3637458 |
| (Commission File Number) |
(IRS Employer Identification No.) |
Level 11, Vegetable Building, Industrial Park
of the East City
Shouguang City, Shandong Province 262700
The People’s Republic
of China
_______________________________________________________________
(Address of principal executive offices and zip
code)
+86 (536) 567-0008
_______________________________________________________________
(Registrant's telephone number including area code)
_______________________________________________________________
(Registrant's 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 registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act
of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark 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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.0005 par value |
GURE |
The Nasdaq Stock Market LLC |
Item 4.02: Non-Reliance on Previously Issued Financial Statements
or a Related Audit Report or Completed Interim Review.
On June 1, 2026, Gulf Resources
(the “Company”), following the Company’s ongoing dialogue with the staff of the United States Securities and Exchange
Commission, concluded that the Company will amend its fiscal year 2024 Form 10-K (the “FY2024 Form 10-K”) and Form 10-Qs for
the first, second and third quarters of 2025 (collectively, the “Q1, Q2 and Q3 2025 Form 10-Qs”) to restate the disclosures
(Note 6, Note 7 and Note 12 included in the FY2024 Form 10-K and the Q1, Q2 and Q3 2025 Form 10-Qs) to revise the previous recognition
of buildings without ownership certificates as fixed assets in the balance sheets and to reclassify such buildings as right-of-use (ROU)
assets based on lease agreements and ASC 842 Leases, for each of the periods included in those filing, including fiscal years 2023 and
2024 in the FY2024 Form 10-K and each of the quarterly and year-to-date periods included in the Q1, Q2 and Q3 FY2025 Form 10-Qs (collectively,
the “Prior Filings”). The Prior Filings should no longer be relied upon because of errors identified in such financial statements,
as described above.
In connection with
the identification of the above mentioned restatement, the Company delayed the completion of its fiscal year 2025 Form 10-K and Quarterly
Report on Form 10-Q for the quarter ended March 31, 2026, and filed a Form 12b-25 (Notice of Late Filing) with the Securities and Exchange
Commission to provide notice of such delay to the SEC and its shareholders.
The Company is working to
complete these restatements as soon as reasonably practical. The Company is evaluating its remediation measures and is continuing to focus
on implementing enhancements to its internal controls to remediate its previously identified material weakness, taking action to enhance
its integrity and accuracy within internal controls and financial reporting. Further, training for relevant personnel and application
of relevant accounting guidance has been provided and remains ongoing.
The Company’s management
and the Chair of the Company’s Audit Committee have discussed the matters disclosed in this Item 4.02 with the Company’s independent
registered public accounting firm, GGF CPA LTD.
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K includes information
that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E
of the Securities Exchange Act of 1934, as amended. Words such as “anticipate”, “estimate”, “expect”,
“project”, “plan”, “intend”, “believe”, “may”, “might”, “will”,
“should”, “care have”, “likely” and similar expressions are used to identify forward-looking statements.
These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events,
which in turn are based on information currently available to the Company. By their nature, forward-looking statements address matters
that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those
expressed in or contemplated by the forward- looking statements. These factors include, without limitation, the Company’s ability
to respond in a timely and satisfactory matter to the inquiries by Nasdaq, the Company’s ability to become current with its reports
with the SEC, and the risk that the completion and filing of the Form 10-K will take longer than expected. For additional information
about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer
to the Company’s filings with the SEC, including the risk factors contained in its most recent Annual Report on Form 10-K and the
Company’s other subsequent filings with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable laws.
SIGNATURES
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.
| |
GULF RESOURCES, INC. |
| |
|
|
| |
By: |
/s/ Min Li |
| |
Name: |
Min Li |
| |
Title: |
Chief Financial Officer |
June 4, 2026
