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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): September 3, 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.
Extension
of Time to Regain Compliance with Nasdaq Listing Rule 5250(c)(1)
On September 1, 2026, Gulf Resources
(the “Company”) received a written notice from Nasdaq (the “Extension Letter”) granting the Company an additional
exception to regain compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”). On September 2, 2026, the Company received
a further notice from Nasdaq confirming that the Company was no longer delinquent with respect to its Form 10-Q for the quarter ended
March 31, 2026, but remained non-compliant with the Rule because it had not filed its quarterly report on Form 10-Q for the quarter ended
June 30, 2026 (the “June 30th Form 10-Q”).
As previously
reported in the current report on Form 8-K filed on August 28, 2026 with the Securities and Exchange Commission by the Company, the Company
announced that it received delinquency notification from Nasdaq on August 24, 2026 (the “Deficiency Letter”), due to the
Company’s non-compliance with the Rule as a result of the Company’s failure to timely file the June 30th Form
10-Q. As of the date of this Form 8-K, the Company remains delinquent in filing the June 30th Form 10-Q.
The
Company submitted an updated plan to the staff of the Nasdaq Listing Qualification (the “Staff”) to regain compliance (the
“Updated Compliance Plan”) with the Rule on August 28, 2026. Under the Extension Letter, the Company is required to file
its delinquent June 30th Form 10-Q by the applicable extended deadline to evidence compliance with the relevant Nasdaq requirements.
The Extension Letter further provides that if the Company fails to evidence compliance upon filing the delinquent June 30th
Form 10-Q, Staff will notify the Company that its securities will be subject to delisting. At that time, the Company may appeal the Staff’s
determination to a hearings panel.
The
previously received Deficiency Letter and the Extension Letter have no immediate effect on the listing or trading of the Company’s
common stock on Nasdaq, subject to the Company’s continued compliance with the other applicable listing requirements.
The
Company is committed to taking the actions set forth in the Updated Compliance Plan and intends to use all reasonable efforts to regain
compliance with the initiatives and conditions set forth in the Updated Compliance Plan within the plan period. However, there is no
assurance that the Company will be successful in regaining compliance with the Nasdaq requirements within the planned period.
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 SEC, and the risk that the completion and filing of the June 30th
Form 10-Q 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 |
September 3, 2026
