Gulf Resources sells discounted shares in private deals

Gulf Resources, Inc. entered into four equity private placement agreements with individual investors on January 26, March 5, March 19 and March 28, 2026.

Rhea-AI Filing Summary

Gulf Resources, Inc. entered into four equity private placement agreements with individual investors on January 26, March 5, March 19 and March 28, 2026. The new common shares issued under these agreements together represent about 18% of the Company’s total shares outstanding as of December 31, 2025.

The January 26 tranche was priced at 90% of the average closing price over the prior five trading days. The three March 2026 tranches were each priced at 85% of the closing price on the trading day before their respective agreement dates, as quoted on Nasdaq.

The shares were sold without registration under the Securities Act, relying on exemptions in Section 4(a)(2) and/or Regulation D, and are intended to enhance the Company’s liquidity and market value.

Positive

• None.

Negative

• Significant dilution: New shares issued in the private placements together represent about 18% of Gulf Resources’ total shares outstanding as of December 31, 2025, reducing existing shareholders’ ownership percentages.

Insights

Equity capital markets analyst

Gulf Resources raises cash via an 18% discounted private share issuance.

Gulf Resources completed four private placements in early 2026, issuing new common shares equal to about 18% of shares outstanding as of December 31, 2025. Each tranche was sold to an individual investor under a separate agreement.

Pricing reflects meaningful discounts: one tranche at 90% of the prior five-day average closing price, and three at 85% of the previous day’s close. This structure suggests a balance between raising capital and attracting investors willing to participate at a discount.

The transactions increase equity and are intended to enhance liquidity and market value, but they also dilute existing shareholders by roughly 18%. Actual market impact depends on how the new capital is used and how the additional shares trade over time.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Relative size of new issuance: 18% of shares January 26, 2026 tranche: 69,000 shares; US$246,330 March 5, 2026 tranche: 75,000 shares; US$267,750 +3 more

6 metrics

Relative size of new issuance 18% of shares Portion of total shares outstanding as of December 31, 2025

January 26, 2026 tranche 69,000 shares; US$246,330 Private placement to one investor at 90% of 5-day average closing price

March 5, 2026 tranche 75,000 shares; US$267,750 Private placement to one investor at 85% of prior day’s close

March 19, 2026 tranche 70,000 shares; US$275,800 Private placement to one investor at 85% of prior day’s close

March 28, 2026 tranche 60,000 shares; US$246,000 Private placement to one investor at 85% of prior day’s close

Discounted pricing terms 90% and 85% of market prices Formulas versus recent Nasdaq trading prices for the four tranches

Key Terms

Private Placement Agreement, unregistered sales of equity securities, Section 4(a)(2), Regulation D, +1 more

5 terms

Private Placement Agreement financial

"the Company entered into equity financing agreements (individually the “Private Placement Agreement”"

unregistered sales of equity securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities"

Section 4(a)(2) regulatory

"offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gulf Resources (GURE) announce regarding new equity financing?

Gulf Resources entered into four private placement equity financing agreements in early 2026. The Company agreed to issue new common shares to four individual investors, aiming to enhance liquidity and market value, with all transactions completed under separate dated agreements.

How large is the Gulf Resources (GURE) private placement relative to its share count?

The newly issued shares from the four private placements together represent approximately 18% of Gulf Resources’ total shares issued and outstanding as of December 31, 2025, indicating a sizable increase in the Company’s equity base and a corresponding dilution for existing shareholders.

What pricing discounts did Gulf Resources (GURE) use for the private placement shares?

One agreement set the price at 90% of the average closing price over the five trading days before January 26, 2026. The three March 2026 agreements priced shares at 85% of the prior trading day’s closing price, reflecting a 15% discount to that closing price.

How much did each Gulf Resources (GURE) private placement tranche raise?

Gulf Resources agreed to sell 69,000 shares for US$246,330, 75,000 shares for US$267,750, 70,000 shares for US$275,800, and 60,000 shares for US$246,000. Each tranche involved a separate individual investor and specific purchase price per share formula.

Were the Gulf Resources (GURE) private placement shares registered with the SEC?

The private placement shares were not registered under the Securities Act of 1933. Instead, Gulf Resources relied on exemptions from registration under Section 4(a)(2) of the Securities Act and/or Regulation D, which permit certain unregistered offerings to qualified investors.

Who purchased the new Gulf Resources (GURE) shares in these transactions?

The new shares were sold to four individual investors, each referred to as a Private Placement Purchaser. Each investor entered into a separate Private Placement Agreement with Gulf Resources dated January 26, March 5, March 19, or March 28, 2026, respectively.

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

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Accepted by SEC EDGAR 04/02/2026 - 04:31 PM EDT Learn about SEC filing dates

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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 2, 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 1.01 Entry into a Material Agreement.

To enhance liquidity and market value of Gulf Resources, Inc. (the “Company”), on January 26, 2026, March 5, 2026, March 19, 2026 and March 28, 2026, respectively, the Company entered into equity financing agreements (individually the “Private Placement Agreement”; collectively the “Private Placement Agreements”), with four individual investors (individually the “Private Placement Purchaser”; collectively “Private Placement Purchasers”), pursuant to which the Company agreed to issue new shares of common stock to such investors that in aggregate accounted for approximately 18% of the total shares issued and outstanding of the Company as of December 31, 2025. The purchase price per share under the Private Placement Agreement dated January 26, 2026, was set at 90% of the average closing price of the Company’s common stock for the five trading days prior to the date of such agreement, while the purchase prices under the Private Placement Agreements executed in March 2026 were set at 85% of, or 15% off, the closing price of the Company’s common stock on the trading day immediately preceding the respective agreement dates, as quoted on the Nasdaq Stock Market.

Pursuant to the agreement dated January 26, the Company agreed to sell and issue 69,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$246,330.

Pursuant to the agreement dated March 5, 2026, the Company agreed to sell and issue 75,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$267,750.

Pursuant to the agreement dated March 19, 2026, the Company agreed to sell and issue 70,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$275,800.

Pursuant to the agreement dated March 28, 2026, the Company agreed to sell and issue 60,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$246,000.

The Foregoing descriptions of the Private Placement Agreements are not complete and are qualified in their entireties by reference to the full text translation of the Private Placement Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities

The information contained above in Item 1.01 related to the four Private Placements and the issuance of the Private Placement shares pf common stock is hereby incorporated by reference into this Item 3.02. The Private Placement shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.

Item 9.01 Financial Statement and Exhibits.

Exhibit No.	Description
10.1	Form of Private Placement Agreement, dated January [*], 2026, by and between the Company and the Private Placement Purchaser
10.2	Form of Private Placement Agreement, dated March [*], 2026, by and between the Company and the Private Placement Purchaser

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 2, 2026

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 e665323_ex10-1.htm 12.2 KB
• EX-10.2 e665323_ex10-2.htm 11.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB