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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): December 15, 2025
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 8.01 Other Events.
On December 10, 2025, Shouguang City
Haoyuan Chemical Company Limited (the “Seller”), a company incorporated in the PRC and an indirect wholly owned subsidiary
of Gulf Resources, Inc. (the “Company”), entered into an equity transfer agreement (the “SPA”) with Shandong Rongyuan
Pharmaceutical Co., Ltd. (the “Purchaser”) and Shouguang Yuxin Chemical Industry Co., Limited (the “Target Company”).
Pursuant to the SPA, the Seller agreed
to sell, and the Purchaser agreed to purchase, 100% of the equity interests in the Target Company for an aggregate consideration of RMB
21.2 million (payable in instalments through 2028), subject to the terms and conditions set forth in the SPA (“Sale”). The
Company’s board of directors (“Board”) reviewed the terms of the SPA, including the consideration, conditions and payment
arrangements. The Board affirmed the Seller’s entry into the SPA and affirmed that the SPA and the transaction thereunder are fair
to, and in the best interests of, the Company and its shareholders as a whole.
Due to the prolonged suspension of operations at the Yuxin Chemical
facility, which has adversely affected the Company’s performance, the Board believes that, following the Sale, it will no longer
retain any burdens associated with such facility and will be able to focus resources on its other more profitable business segments.
The foregoing description of the
SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, a form of which is filed
herein as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Statements contained herein relating
to the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future, constitute forward looking
statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks contained
in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 11, 2025, the Company’s
Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 19, 2025, and in the Company’s
other filings and submissions with the SEC. The Company disclaims any intention or obligation to update, amend or clarify these forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibit are filed herewith:
| Exhibit No. |
|
Exhibit Description |
| 10.1 |
|
English translation of the form of equity transfer agreement by and between Shouguang City Haoyuan Chemical Company Limited, Shandong Rongyuan Pharmaceutical Co., Ltd. and Shouguang Yuxin Chemical Industry Co., Limited dated December 10, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the XBRL document) |
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 |
December 15, 2025
