false
0000885462
0000885462
2026-08-28
2026-08-28
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
August 28, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Nasdaq Continued Listing Compliance Notice
As previously reported in the current report on
Form 8-K filed with the Securities Exchange Commission (the “Commission”) on June 30, 2026, Gulf Resources, Inc. (the “Company”)
has obtained an extension to file its annual report on Form 10-K for the period ended December 31, 2025 (“2025 Form 10-K”)
and quarterly report on Form 10-Q for the quarter ended March 31, 2026, by August 31, 2026. The Company filed its 2025 Form 10-K on August
17, 2026 with the Commission.
On August 24, 2026, the Company received a notice
(the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 2026 Form 10-Q”), the
Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to
timely file all required periodic financial reports with the Commission.
The Notice has no immediate effect on the listing
or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice provides that the Company must submit an update
to its plan to regain compliance with the Listing Rule, including its plan to file the Q2 2026 Form 10-Q and the progress made under its
original plan.
On August 28, 2026, the Company issued a press
release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibit.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release |
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”, “could”, “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 manner to the inquiries by Nasdaq, the Company’s ability to become current with its reports
with the Commission, 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 Commission, including the risk factors contained in its most recent Annual Report on Form 10-K
and the Company’s other subsequent filings with the Commission. 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 |
August 28, 2026
Gulf Resources, Inc. Receives NASDAQ Notice to Late Filing of Its Quarterly
Report
SHOUGUANG, China, Aug. 28, 2026 (GLOBE NEWSWIRE) -- Gulf Resources,
Inc. (Nasdaq: GURE) (“Gulf Resources”, “we”, or the “Company”), a leading manufacturer of bromine
and crude salt in China, today announced that it received a notice (the “Notice”) from the Listing Qualifications Staff (the
“Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) on August 24, 2026 regarding the Company’s non-compliance
with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of its failure to timely file its Quarterly Report on
Form 10-Q for the quarter ended June 30, 2026 (the “Q2 2026 Form 10-Q”). The Listing Rule requires listed companies to timely
file all required periodic financial reports with the Securities and Exchange Commission (the “SEC”).
This Notice has no immediate effect on the listing of the Company’s
securities on Nasdaq.
The Notice states that the Staff previously granted the Company an
exception until August 31, 2026, to file its delinquent Form 10-Q for the period ended March 31, 2026. In addition, the Staff has required
the Company to supplement its initial plan to regain compliance with respect to the initial delinquent filing no later than August 28,
2026..
As previously disclosed in the press release distributed by the Company
on April 27, 2026, the Company received a delinquency notification letter from Nasdaq on April 23, 2026 due to the Company’s non-compliance
with the Listing Rule as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2025 (the
“2025 Form 10-K”). On May 26, 2026, the Company received a further delinquency notification letter from Nasdaq due to its
failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (the “Q1 2026 Form 10-Q”).
The Company filed its 2025 Form 10-K on August 17, 2026 and is no longer
delinquent with respect to that filing. The Company also filed amendments to its Annual Report on Form 10-K for the year ended December
31, 2024 on July 27, 2026 and August 24, 2026, respectively. The Company has continued preparing the Q1 2026 Form 10-Q. As of the date
of this press release, the Company remains delinquent in filing the Q1 2026 Form 10-Q and the Q2 2026 Form 10-Q.
About Gulf Resources, Inc.
Gulf Resources, Inc. operates through three wholly-owned subsidiaries,
Shouguang City Haoyuan Chemical Company Limited ("SCHC"), Daying County Haoyuan Chemical Company Limited (“DCHC”)
and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”). The Company believes that it is one of the largest producers of bromine
in China. Elemental Bromine is used to manufacture a wide variety of compounds utilized in industry and agriculture. Through SHSI, the
Company manufactures and sells crude salt. DCHC was established to further explore and develop natural gas and brine resources (including
bromine and crude salt) in China. For more information, visit www.gulfresourcesinc.com.
Forward-Looking Statements
This press release contains forward-looking statements concerning our
expectations, anticipations, intentions, beliefs, or strategies regarding the future. These forward-looking statements are based on assumptions
that we have made as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results,
conditions, and events to differ materially from those anticipated. Therefore, you should not place undue reliance on forward-looking
statements. Examples of forward-looking statements include, among others, statements we make regarding plans with respect to the timing
and impact of the Reverse Stock Split; our strategic plans and value; our expectations regarding potential commercial opportunities; and
our strategies, positioning and expectations for future events or performance. Important factors that could cause actual results to differ
materially from those in the forward-looking statements are set forth in our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q, and in our other reports filed with the Securities and Exchange Commission, including under the caption
“Risk Factors.” Any forward-looking statement in this release speaks only as of the date of this release. We undertake no
obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a
result of new information, future developments or otherwise.
CONTACT: Gulf Resources, Inc.
Web: http://www.gulfresourcesinc.com
Director of Investor Relations
Helen Xu
beishengrong@vip.163.com
