Gulf Resources to restate 2023–2025 results

Q: Which upcoming Gulf Resources (GURE) SEC reports are delayed by the restatement work?

The company has delayed completion of its fiscal year 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. It filed a Form 12b-25 to notify the SEC and shareholders of these delays.

Q: What internal control issues does Gulf Resources (GURE) highlight in this disclosure?

Gulf Resources notes a previously identified material weakness in internal controls over financial reporting. Management is evaluating remediation measures, enhancing internal controls, providing additional training, and applying relevant accounting guidance, with efforts described as ongoing in this disclosure.

Gulf Resources, Inc. determined on June 1, 2026 that it will amend its fiscal year 2024 Form 10-K and its Form 10-Qs for the first, second and third quarters of 2025 to restate certain disclosures.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Gulf Resources, Inc. determined on June 1, 2026 that it will amend its fiscal year 2024 Form 10-K and its Form 10-Qs for the first, second and third quarters of 2025 to restate certain disclosures. The changes will revise the prior treatment of buildings without ownership certificates, which had been recorded as fixed assets, and instead classify them as right-of-use assets under ASC 842 based on lease agreements. As a result, the financial statements in fiscal years 2023 and 2024 and the quarterly and year-to-date periods in Q1, Q2 and Q3 2025 should no longer be relied upon. The company has delayed filing its fiscal year 2025 Form 10-K and its Form 10-Q for the quarter ended March 31, 2026 and has submitted a Form 12b-25 notice of late filing. Management is evaluating remediation measures, working to strengthen internal controls around financial reporting, and has discussed these matters with its independent auditor, GGF CPA LTD.

Positive

None.

Negative

Material restatement and non-reliance: Gulf Resources will restate financial statements for 2023, 2024 and Q1–Q3 2025, and explicitly states that these prior filings should no longer be relied upon.
Delayed SEC reports: Completion of the fiscal year 2025 Form 10-K and the Form 10-Q for the quarter ended March 31, 2026 is delayed, and the company has filed a Form 12b-25 notice of late filing.
Control weaknesses: The company references a previously identified material weakness in internal controls over financial reporting and is still in the process of implementing remediation measures.

Insights

Gulf Resources flags non-reliance on 2023–2025 results and delays new filings.

Gulf Resources plans to restate past financials because buildings without ownership certificates were recognized as fixed assets instead of right-of-use assets under ASC 842. This affects disclosures for fiscal years 2023 and 2024 and Q1–Q3 2025.

The company states that these prior filings should no longer be relied upon, which is a serious accounting issue. It has also delayed its fiscal year 2025 Form 10-K and Q1 2026 Form 10-Q and filed a Form 12b-25, indicating reporting timeliness risk and potential pressure from Nasdaq and the SEC.

Management cites an existing material weakness in internal controls and is implementing remediation, training, and enhanced application of accounting guidance. Future company filings will be important for detailing the final restatement impact and confirming that internal control weaknesses have been addressed.

8-K Event Classification

Item 4.02 — Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

1 item

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review Governance

Previously issued financial statements, a related audit report, or a completed interim review should no longer be relied upon.

Key Figures

Restated periods: Fiscal 2023–2024 and Q1–Q3 2025 Decision date: June 1, 2026 Delayed reports: FY 2025 Form 10-K and Q1 2026 Form 10-Q

3 metrics

Restated periods Fiscal 2023–2024 and Q1–Q3 2025 Impacted disclosures in FY2024 Form 10-K and 2025 Form 10-Qs

Decision date June 1, 2026 Date company concluded it will amend prior filings

Delayed reports FY 2025 Form 10-K and Q1 2026 Form 10-Q Completion delayed pending restatements

Key Terms

Non-Reliance on Previously Issued Financial Statements, right-of-use (ROU) assets, ASC 842 Leases, Form 12b-25, +1 more

5 terms

Non-Reliance on Previously Issued Financial Statements regulatory

"Item 4.02: Non-Reliance on Previously Issued Financial Statements or a Related Audit Report"

right-of-use (ROU) assets financial

"to reclassify such buildings as right-of-use (ROU) assets based on lease agreements"

ASC 842 Leases financial

"based on lease agreements and ASC 842 Leases, for each of the periods"

A U.S. accounting standard that requires most leases to be shown on a company’s balance sheet as a right-of-use asset and a corresponding lease liability. It treats leases more like bought assets and loans instead of hiding them in footnotes, which can change reported assets, liabilities, and key ratios. Think of it like recording long-term rental contracts the same way you would record buying something with a payment plan, so investors can better compare financial positions.

Form 12b-25 regulatory

"and filed a Form 12b-25 (Notice of Late Filing) with the Securities and Exchange Commission"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

material weakness financial

"to remediate its previously identified material weakness, taking action to enhance its integrity"

A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.

FAQ

Why did Gulf Resources (GURE) decide its prior financial statements should not be relied upon?

Gulf Resources concluded that prior financial statements should not be relied upon because buildings without ownership certificates had been recognized as fixed assets instead of right-of-use assets under ASC 842. This misclassification affects multiple reporting periods and requires restatement.

Which Gulf Resources (GURE) SEC filings will be restated according to this 8-K?

The company will amend its fiscal year 2024 Form 10-K and its Form 10-Qs for the first, second and third quarters of 2025. These amendments will restate disclosures affecting fiscal years 2023 and 2024 and the Q1–Q3 2025 quarterly and year-to-date periods.

How are Gulf Resources’ financial statements changing under ASC 842 in this restatement?

Buildings without ownership certificates previously classified as fixed assets in Gulf Resources’ balance sheets will be reclassified as right-of-use (ROU) assets under ASC 842 Leases. This change aligns the accounting with underlying lease agreements disclosed in the affected periods.

Which upcoming Gulf Resources (GURE) SEC reports are delayed by the restatement work?

The company has delayed completion of its fiscal year 2025 Form 10-K and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026. It filed a Form 12b-25 to notify the SEC and shareholders of these delays.

What internal control issues does Gulf Resources (GURE) highlight in this disclosure?

Gulf Resources notes a previously identified material weakness in internal controls over financial reporting. Management is evaluating remediation measures, enhancing internal controls, providing additional training, and applying relevant accounting guidance, with efforts described as ongoing in this disclosure.

Has Gulf Resources (GURE) discussed the restatement with its independent auditor?

Yes. The company states that its management and the Chair of the Audit Committee have discussed the restatement matters with its independent registered public accounting firm, GGF CPA LTD, indicating auditor involvement in addressing the identified errors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Accepted by SEC EDGAR 06/04/2026 - 04:30 PM

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Gulf Resources to restate 2023–2025 results