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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):
April 27, 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 Delist Determination
Letter
On April 23,
2026, Gulf Resources (the “Company”) received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”),
indicating that, as a result of not having timely filed its Form 10-K for the year ended December 31, 2025 (the “Form 10-K”),
the Company is in non-compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing all required periodic financial reports
with the Securities Exchange 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 a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1). If the plan is accepted by Nasdaq, then
Nasdaq would grant the Company up to 180 calendar days from the due date of the Form 10-K, or until October 12, 2026, to regain compliance.
On April 27,
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) Exhibits.
| 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”, “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 |
April 27, 2026
Gulf Resources, Inc. Receives NASDAQ Notice to Late Filing of
Its Annual Report
SHOUGUANG, China, April 27, 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 delinquency notification letter (the “Notice”) from the Listing
Qualification Staff (the “Staff”) of the Nasdaq Stock Market LLC ("Nasdaq") on April 23, 2026 due to the Company’s
non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”) as a result of the Company’s failure to timely
file its Annual Report on Form 10-K for the period ended December 31, 2025 (the “Filing”). The Listing Rule requires listed
companies to timely file all required periodic financial reports with the Securities and Exchange Commission.
This Notice has no immediate effect on the listing of the Company’s
securities on Nasdaq.
The Notice provides that the Company has 60 calendar days to submit
to Nasdaq a plan to regain compliance with the Nasdaq Listing Rule. If Nasdaq accepts the Company’s plan, then Nasdaq may grant
the Company up to 180 calendar days from the Filing’s due date, or until October 12, 2026 to regain compliance. If Nasdaq does not
accept the Company’s plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
The Company is working diligently to complete its Form 10-K.
This announcement is made in compliance with the Nasdaq Listing Rule
5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
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 SYCI, the
Company manufactures chemical products utilized in a variety of applications, including oil and gas field explorations and papermaking
chemical agents, and materials for human and animal antibiotics. 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
