As filed with the Securities and Exchange Commission
on July 3, 2025.
Registration Statement No. 333- 168591
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Gulf Resources, Inc.
(Exact name of registrant as specified in its
charter)
| Nevada |
|
13-3637458 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification Number) |
Level 11,Vegetable Building
Industrial Park of the East Shouguang City
Shandong
China, 262700
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Corporate Creations Network Inc.
8275 South Eastern Avenue #200
Las Vegas, NV 89123
Telephone: (302) 351-3367
(Name, address, including zip code, and telephone
number, including area code, of service)
Copy to:
Wang Yu, Esq.
43/F, Gloucester Tower, Landmark
15 Queen’s Road Central
Central, Hong Kong
Han Kun Law Offices LLP
+(852) 2820-5656
Approximate date of commencement of proposed
offer to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this
Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this
Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the “Securities
Act”) check the following box: ☒
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(e) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed
pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b)
under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and
“emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.
| Large accelerated filer |
☐ |
|
Accelerated filer |
☐ |
| Non-accelerated filer |
☒ |
|
Smaller reporting company |
☒ |
| |
|
|
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 7(a)(2)(B) of the Securities Act ☐
The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file
a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section
8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant
to such Section 8(a), may determine.
The information in this prospectus
is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and
Exchange Commission is effective. The prospectus is not an offer to sell these securities and does not constitute the solicitation of
offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
| SUBJECT TO COMPLETION, DATED JULY 3, 2025 |
GULF RESOURCES, INC.
$10,000,000
Common Stock
Preferred Stock
Warrants
From time to time, in one
or more offerings, we may offer and sell up to $10,000,000 of our (i) common stock, (ii) preferred stock and (iii) warrants, or any combination
of these securities. Specific terms of such sales will be provided in supplements to this prospectus. Any prospectus supplements also
will describe the specific manner in which these securities will be offered and may supplement, update or amend information contained
in this prospectus. We may also authorize one or more free writing prospectuses to be provided to you in connection with any of these
offerings.
We may offer and sell these
securities through one or more underwriters, dealers and agents, or directly to investors, in amounts, at prices and on terms to be determined
by market conditions and other factors at the time of the offering. The securities may be sold by any means described in the section of
this prospectus titled “Plan of Distribution” beginning on page 12 of this prospectus or by any means described
in any applicable prospectus supplement.
Any prospectus supplements
and related free writing prospectuses may add, update or change information contained in this prospectus. You should carefully read this
prospectus and any accompanying prospectus supplement, together with the documents we incorporate by reference, before you invest in our
securities.
Our common stock is listed
on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GURE.” On July 2, 2025, the last reported sale price
for our common stock as reported on Nasdaq was $0.69 per share.
Pursuant to General Instruction
I.B.6 of Form S-3, in no event will we sell our securities in a public primary offering with a value exceeding more than one-third of
our public float in any 12-month period so long as our public float remains below $75.0 million. As of July 1, 2025, the aggregate market
value of our outstanding common stock held by non-affiliates, or public float, was approximately $7.5 million, based on 10,927,598 shares
of common stock issued and outstanding on such date and a price of $0.69 per share, which was the price at which our common stock was
last sold on the Nasdaq Capital Market on July 1, 2025 (a date within 60 days of the date hereof), calculated in accordance with General
Instruction I.B.6 of Form S-3. During the 12 calendar months prior to and including the date of this prospectus, we have not offered and
sold any of our securities pursuant to General Instruction I.B.6 of Form S-3.
Investing in our securities
involves a high degree of risk. Before buying any securities, you should carefully read the discussion of the risks of investing in our
securities in the section titled “Risk Factors” beginning on page 6 of this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus
is , 2025.
TABLE OF CONTENTS
| |
Page |
| ABOUT THIS PROSPECTUS |
3 |
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS |
4 |
| ABOUT GULF RESOURCES, INC. |
5 |
| RISK FACTORS |
6 |
| USE OF PROCEEDS |
7 |
| DESCRIPTION OF SECURITIES |
8 |
| PLAN OF DISTRIBUTION |
12 |
| LEGAL MATTERS |
15 |
| EXPERTS |
15 |
| WHERE YOU CAN FIND ADDITIONAL INFORMATION |
15 |
| INCORPORATION OF CERTAIN INFORMATION BY REFERENCE |
15 |
You should read this prospectus,
any applicable prospectus supplement and the information incorporated by reference in this prospectus before making an investment in the
securities of Gulf Resources, Inc. See the section titled “Where You Can Find Additional Information” for additional
information. You should rely only on the information contained in or incorporated by reference in this prospectus or a prospectus supplement.
We have not authorized anyone to provide you with different information. This document may be used only in jurisdictions where offers
and sales of these securities are permitted. You should assume that information contained in this prospectus, or in any document incorporated
by reference, is accurate only as of any date on the front cover of the applicable document. Our business, financial condition, results
of operations and prospects may have changed since that date.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement
that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registration process. Under
this shelf registration process, we may from time to time offer and sell any combination of the securities described in this prospectus
in one or more offerings with an aggregate initial offering price not to exceed $10,000,000. We have provided to you in this prospectus
a general description of the securities we may offer. Each time we sell any of our securities under this prospectus, we will, to the extent
required by law, provide a prospectus supplement that will contain specific information about the terms of the offering.
It is important for you to read and consider all
of the information contained in or incorporated by reference into this prospectus and any applicable prospectus supplement before making
any decision whether to invest in our securities. This prospectus does not contain all of the information included in the registration
statement, and incorporates by reference important business and financial information about us that is not included in or delivered with
this document. For a more complete understanding of the offering of our securities, you should refer to the registration statement, including
its exhibits. You should also read and consider the additional information contained in the documents that we have incorporated into this
prospectus by reference, as described in “Incorporation of Certain Information by Reference” and “Where You
Can Find Additional Information” in this prospectus.
THIS PROSPECTUS MAY NOT BE USED TO SELL ANY
SECURITIES
UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT
We may add, update or change any of the information contained in this
prospectus or in any accompanying prospectus supplement we may authorize to be delivered to you. To the extent there is a conflict between
the information contained in this prospectus and any accompanying prospectus supplement, you should rely on the information in the prospectus
supplement, provided that if any statement in one of these documents is inconsistent with a statement in another document having a later
date – for example, a document incorporated by reference in this prospectus or any prospectus supplement – the statement in
the document having the later date shall modify or supersede such earlier statement. Any statement so modified will be deemed to constitute
a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this prospectus.
This prospectus, together with any accompanying prospectus supplement, includes all material information relating to an offering pursuant
to this registration statement.
You
should rely only on the information contained in this prospectus, in any accompanying prospectus supplement, or in any document incorporated
by reference herein or therein. We have not authorized anyone to provide you with any different information. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may provide to you. The information contained
in this prospectus, in any applicable prospectus supplement, and in the documents incorporated by reference herein or therein is accurate
only as of the date such information is presented. Our business, financial condition, results of operations and prospects may have changed
since those respective dates. You should not assume that the information contained in this prospectus and any prospectus supplement
is accurate on any date subsequent to the date set forth on the front of the document or that any information we have incorporated by
reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered
or the shares are sold on a later date.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference herein were made
solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties
to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties
or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied
on as accurately representing the current state of our affairs.
This
prospectus and any accompanying prospectus supplement does not constitute an offer to sell or the solicitation of an offer to buy any
securities other than the registered securities to which they relate, nor does this prospectus and any accompanying prospectus supplement
constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. This prospectus may not be used to offer or sell our securities unless accompanied
by a prospectus supplement relating to the offered securities.
Unless otherwise indicated, information contained
in or incorporated by reference into this prospectus concerning our industry and the markets in which we operate, including market position
and market opportunity, is based on information from our management’s estimates, as well as from industry publications and research,
surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of
our industry and assumptions based on such information and knowledge, which we believe to be reasonable. In addition, while we believe
that information contained in industry publications, surveys and studies has been obtained from reliable sources, the accuracy and completeness
of such information is not guaranteed, and we have not independently verified any of the data contained in these third-party sources.
We may sell the securities to or through underwriters,
dealers or agents or directly to purchasers. We and our agents reserve the sole right to accept or reject in whole or in part any proposed
purchase of securities. The prospectus supplement, which we will provide to you each time we offer securities, will set forth the names
of any underwriters, dealers or agents involved in the sale of the securities, and any applicable fee, commission or discount arrangements
with them. See “Plan of Distribution.”
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this
prospectus may constitute “forward-looking statements” within the meaning of the federal securities laws, including the Private
Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Our forward-looking statements include, but are not limited to, statements regarding Gulf Resources, Inc.’s
and Gulf Resources, Inc.’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. In some cases, you can identify forward-looking statements by the following
words: “believe,” “may,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “anticipate,” “trend,” “believe,” “estimate,”
“predict,” “project,” “potential,” “seem,” “seek,” “future,” “outlook,”
“forecast,” “projection,” “continue,” “ongoing,” or the negative of these terms or other
comparable terminology, although not all forward-looking statements contain these words. These statements involve risks, uncertainties,
and other factors that may cause actual results, levels of activity, performance, or achievements to be materially different from the
information expressed or implied by these forward-looking statements. We caution you that these statements are based on a combination
of facts and factors currently known by us and our projections of the future, which are subject to a number of risks. Factors that might
cause or contribute to a material difference include those discussed below and the risks discussed in the Company’s other filings
with the SEC. You should not place undue reliance on these forward-looking statements in making an investment decision with respect to
the securities offered under this prospectus. These forward-looking statements are not intended to serve as, and must not be relied on
as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability regarding future performance, events or circumstances.
Many of the factors affecting actual performance, events and circumstances are beyond the control of Gulf Resources, Inc. As a result
of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed
or implied by these forward-looking statements. All forward-looking statements set forth in this prospectus are qualified by these cautionary
statements, and there can be no assurance that the actual results or developments anticipated by the Company will be realized or, even
if substantially realized, that they will have the expected consequence to or effects on the Company or its business or operations. The
following discussion should be read in conjunction with the Company’s audited Consolidated Financial Statements and related notes
thereto included elsewhere in this prospectus. These forward-looking statements are based on information available as of the date of this
prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties and are not
predictions of actual performance. Accordingly, forward-looking statements should not be relied upon as representing our views as of any
subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after
the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable
securities laws.
ABOUT GULF RESOURCES, INC.
Gulf Resources, Inc. and its subsidiaries (referred
to as "Gulf Resources", the "Company", "we" and "us") is a Nevada incorporated holding company
that manufactures and trades bromine and crude salt, natural gas, and manufactures and sells chemical products used in oil and gas field
explorations, papermaking chemical agents, and materials for human and animal antibiotics. To date, our products have been sold only within
the People's Republic of China.
We conduct our business operations in four segments:
bromine, crude salt, chemical products, and natural gas. We manufacture and distribute bromine through our wholly-owned subsidiary, Shouguang
City Haoyuan Chemical Company Limited (SCHC). We also produce crude salt through our subsidiary Shouguang Hengde Salt Industry Co. Ltd
(SHSI). Through our wholly-owned subsidiary, Shouguang Yuxin Chemical Industry Company Limited (SYCI), we manufacture and sell chemical
products used in oil and gas field exploration, papermaking chemical agents, and materials for human and animal antibiotics. Our wholly-owned
subsidiary, Daying County Haoyuan Chemical Company Limited (DCHC), was established to explore and develop natural gas and brine resources
in Sichuan Province, China.
We are one of the largest producers of bromine
in China, as measured by production output. The extraction of bromine in the Shandong Province is limited by the provincial government
to licensed operations, and we hold one such license. Our production sites are located in the Shandong Province in northeastern China,
with facilities strategically positioned near natural brine deposits.
As of December 31, 2024, we employed approximately
367 full-time employees and operated through our wholly-owned subsidiaries in China. Our corporate structure is linear, with Gulf Resources
owning 100% of Upper Class Group Limited, which owns 100% of Hong Kong Jiaxing Industrial Limited, which owns 100% of our Chinese operating
subsidiaries.
CORPORATE INFORMATION
We were originally incorporated in Delaware and
subsequently re-incorporated in Nevada. Our current corporate structure was established through a series of acquisitions beginning in
2006, when we acquired Upper Class Group Limited and its Chinese subsidiaries. In 2007, we acquired Shouguang Yuxin Chemical Industry
Co., Limited to expand our chemical products business. In 2015, we acquired Shouguang City Rongyuan Chemical Co., Ltd to strengthen our
position in materials for human and animal antibiotics manufacturing.
Our executive offices are located at Level 11,
Vegetable Building, Industrial Park of the East in Shouguang City, Shandong Province, P.R.C. Our telephone number is +86 (536) 567-0008.
Our website address is www.gulfresourcesinc.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
RISK FACTORS
Investing in our securities involves a high degree
of risk. Before making an investment decision, you should carefully consider the risks described in the section titled “Risk
Factors” in our most recent Annual Report on Form 10-K as filed with the SEC, which are incorporated herein by reference in
their entirety, as well any amendment or updates to our risk factors reflected in subsequent filings with the SEC, which will be incorporated
by reference in this prospectus and any applicable prospectus supplement. Our business, financial condition or results of operations could
be materially adversely affected by any of these risks. The trading price of our securities could decline due to any of these risks, and
you may lose all or part of your investment. This prospectus, any applicable prospectus supplement and the incorporated documents also
contain forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including the risks mentioned elsewhere in this prospectus. For more
information, see the section titled “Where You Can Find Additional Information” herein.
Risks Related to this Offering
Our share price is and may continue to be volatile and you may
not be able to resell our securities at or above the price you paid.
The market price for our shares of common stock
is volatile and may fluctuate significantly in response to a number of factors, most of which we cannot control, such as fluctuations
in financial results, market demand of our products or changes in securities analysts’ recommendations. In addition, our shares
have been and may continue to be affected by limited trading volume. Each of these factors, among others, could harm your investment in
our shares and could result in you being unable to resell the shares that you purchased at a price equal to or above the price you paid.
If securities or industry analysts publish negative reports about
our business, our share price and trading volume could decline.
The market price for our shares of common stock
depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our
competitors. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change
their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our Company or fail
to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume
to decline.
Sales of a substantial number of our shares in the public market,
or the perception that they may occur, could cause the price of our shares to fall.
The market price of our shares of common stock
could decline as a result of sales of a large number of our shares in the public market following this offering. A substantial majority
of our outstanding shares are freely tradeable without restriction or further registration under the Securities Act of 1933, as amended
(the “Securities Act”). Volatility or a reduction in the market price of our shares could have an adverse effect on the market
price of the shares and existing warrants. The perception that these sales might occur may also cause the market price of our shares to
decline.
Because we do not anticipate paying any cash dividends on our
shares in the foreseeable future, capital appreciation, if any, will be your sole source of gain.
We anticipate that we will retain our earnings,
if any, for future growth and therefore do not anticipate paying cash dividends in the future. As a result, only appreciation of the price
of our shares will provide a return to shareholders.
If a U.S. Holder is treated as owning at least 10% of our shares,
such U.S. Holder may be subject to adverse U.S. federal income tax consequences.
For U.S. federal income tax purposes, if a U.S.
Holder is treated as owning (directly, indirectly or constructively) at least 10% of the value or voting power of our stock, such person
may be treated as a “United States shareholder” with respect to us, or any of our subsidiaries, if we or such subsidiary is
a “controlled foreign corporation.” If we have one or more U.S. subsidiaries, certain of our non-U.S. subsidiaries could be
treated as a controlled foreign corporation regardless of whether we are treated as a controlled foreign corporation (although there are
recently promulgated final and currently proposed Treasury regulations that may limit the application of these rules in certain circumstances).
Certain United States shareholders of a controlled
foreign corporation may be required to report annually and include in their U.S. federal taxable income their pro rata share of the controlled
foreign corporation’s “Subpart F income” and, in computing their “global intangible low-taxed income,” “tested
income” and a pro rata share of the amount of certain U.S. property (including certain stock in U.S. corporations and certain tangible
assets located in the United States) held by the controlled foreign corporation regardless of whether such controlled foreign corporation
makes any distributions. The amount includable by a United States shareholder under these rules is based on a number of factors, including
potentially, but not limited to, the controlled foreign corporation’s current earnings and profits (if any), tax basis in the controlled
foreign corporation’s assets, and foreign taxes paid by the controlled foreign corporation on its underlying income. Failure to
comply with these reporting obligations (or related tax payment obligations) may subject such United States shareholder to significant
monetary penalties and may extend the statute of limitations with respect to such United States shareholder’s U.S. federal income
tax return for the year for which reporting (or payment of tax) was due. We cannot provide any assurances that it will assist U.S. Holders
in determining whether we or any of our subsidiaries are treated as a controlled foreign corporation for U.S. federal income tax purposes
or whether any U.S. Holder is treated as a United States shareholder with respect to any of such controlled foreign corporations or furnish
to any holder information that may be necessary to comply with reporting and tax paying obligations if we, or any of our subsidiaries,
are treated as a controlled foreign corporation for U.S. federal income tax purposes.
USE OF PROCEEDS
Unless otherwise indicated in a prospectus supplement,
the net proceeds from the sale of the securities offered by us in this prospectus will be used for general corporate purposes, including,
but not limited to, working capital, capital optimization transactions, acquisitions and other business purposes. We may also invest the
proceeds in certificates of deposit, United States government securities, certain other interest-bearing securities or money market securities
until the proceeds are applied for specified purposes. If we decide to use the net proceeds from a particular offering for a specific
purpose other than as set forth above, we will describe that purpose in the applicable prospectus supplement.
DESCRIPTION OF SECURITIES
The
total number of authorized shares of our common stock is 80,000,000 shares, par value $0.0005 per share, and 1,000,000 shares of preferred
stock, par value $0.001 per share.
The following description of our capital stock
is a summary only and is subject to and qualified in its entirety by reference to the applicable provisions of the Nevada Revised Statutes,
and our charter and Bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus
forms a part. Please refer to the “Where You Can Find More Information” section of this prospectus for directions on
obtaining these documents. You should refer to, and read this summary together with, our Articles of Incorporation, designations of preferred
stock and Bylaws, each as amended and restated from time to time, to review all of the terms of our capital stock. Our Articles of
Incorporation and amendments thereto are incorporated by reference as exhibits to the registration statement of which this prospectus
is a part and other reports incorporated by reference herein.
Common Stock
As
of the date of this prospectus, we have 13,346,618 shares of common stock issued and outstanding, excluding 285,830 shares of treasury
stock, and no outstanding shares of preferred stock.
Dividend Rights
Subject to preferences that may apply to any shares
of preferred stock outstanding at the time, if any, the holders of our common stock are entitled to receive dividends out of funds legally
available if our board of directors, in its discretion, determines to issue dividends and then only at the times and in the amounts that
our board of directors may determine.
Voting Rights
The holders of our common stock are entitled to
one vote for each share held of record. The affirmative vote of a majority of shares present in person or represented by proxy at a meeting
of stockholders that commences with a lawful quorum is sufficient for approval of matters upon which stockholders may vote, including
questions presented for approval or ratification at the annual meeting. Our common stock does not carry cumulative voting rights,
and holders of more than 50% of our common stock have the power to elect all directors and, as a practical matter, to control our company.
Holders of our common stock are not entitled to preemptive rights, and our common stock may only be redeemed at our election.
No Preemptive or Similar Rights
Our common stock is not entitled to preemptive
rights and is not subject to conversion, redemption or sinking fund provisions.
Right to Receive Liquidation Distributions
If we become subject to a liquidation, dissolution,
or winding-up, the assets legally available for distribution to our stockholders would be distributable ratably among the holders of our
common stock and, if any, any participating preferred stock outstanding at that time, after prior satisfaction of all outstanding debt
and liabilities and the preferential rights and payment of liquidation preferences, if any, on any other series of preferred stock outstanding
at that time.
Anti-Takeover Provisions Under the Nevada Revised Statutes
Business Combinations
Sections 78.411 to 78.444 of the Nevada revised
statutes (the “NRS”) prohibit a Nevada corporation from engaging in a “combination” with an “interested
stockholder” for three years following the date that such person becomes an interested stockholder and place certain restrictions
on such combinations even after the expiration of the three-year period. With certain exceptions, an interested stockholder is a person
or group that owns 10% or more of the corporation’s outstanding voting power (including stock with respect to which the person has
voting rights and any rights to acquire stock pursuant to an option, warrant, agreement, arrangement, or understanding or upon the exercise
of conversion or exchange rights) or is an affiliate or associate of the corporation and was the owner of 10% or more of such voting stock
at any time within the previous three years.
A Nevada corporation may elect not to be governed
by Sections 78.411 to 78.444 by a provision in its articles of incorporation. We have such a provision in our Articles of Incorporation,
as amended, pursuant to which we have elected to opt out of Sections 78.411 to 78.444; therefore, these sections do not apply to us.
Control Shares
Nevada law also seeks to impede “unfriendly”
corporate takeovers by providing in Sections 78.378 to 78.3793 of the NRS, commonly referred to as the “Control Share Act”,
that an “acquiring person” shall only obtain voting rights in the “control shares” purchased by such person to
the extent approved by the other stockholders at a meeting. With certain exceptions, an acquiring person is one who acquires or offers
to acquire a “controlling interest” in the corporation, defined as one-fifth or more of the voting power. Control shares include
not only shares acquired or offered to be acquired in connection with the acquisition of a controlling interest, but also all shares acquired
by the acquiring person within the preceding 90 days. The statute covers not only the acquiring person, but also any persons acting in
association with the acquiring person. The NRS control share statutes only apply to issuers that have 200 or more stockholders of record,
at least 100 of whom have had addresses in Nevada appearing on the stock ledger of the corporation at all times during the 90 days immediately
preceding such date; and whom do business in Nevada directly or through an affiliated corporation. At this time, we do not believe we
have 100 shareholders of record who have addresses in Nevada and we do not conduct business in Nevada directly or through an affiliated
corporation. Therefore, the provisions of the Control Share Act are believed not to apply to acquisitions of our shares and will not until
such time as these requirements have been met. At such time as they may apply, the provisions of the Control Share Act may discourage
companies or persons interested in acquiring a significant interest in or control of us, regardless of whether such acquisition may be
in the interest of our shareholders.
Removal of Directors
Section 78.335 of the NRS provides that 2/3rds
of the voting power of the issued and outstanding shares of the Company are required to remove a Director from office. As such, it may
be more difficult for stockholders to remove Directors due to the fact the NRS requires greater than majority approval of the stockholders
for such removal.
Transfer Agent
The transfer agent for our common stock is American
Stock Transfer & Trust Company, 6201 15th Avenue, Brooklyn, New York 11219.
Quotation on the Nasdaq Capital Market
Our common stock is quoted on the Nasdaq Capital
Market under the symbol “GURE”.
Preferred Stock
We may issue shares of our preferred stock from
time to time, in one or more series. Under our amended and restated certificate of incorporation, our board of directors is authorized,
without action by the stockholders, to designate and issue up to an aggregate of 1,000,000 shares of preferred stock in one or more series.
Our board of directors can fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications,
limitations or restrictions thereof, of any wholly unissued series of preferred stock, including without limitation authority to fix by
resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including
sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting
any such series and the designation thereof, or any of the foregoing. Our board of directors may authorize the issuance of preferred stock
with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance
of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes
could, under certain circumstances, have the effect of delaying or preventing a change in control of our company and might harm the market
price of our common stock.
Our board of directors will make any determination
to issue such shares based on its judgment as to our best interests and the best interests of our stockholders.
If we issue preferred stock pursuant to this prospectus,
we will fix the rights, preferences, privileges, qualifications and restrictions of each series of such preferred stock in the certificate
of designations relating to that series. If we issue preferred stock pursuant to this prospectus, we will incorporate by reference into
the registration statement of which this prospectus is a part the form of any certificate of designations that describes the terms of
the series of preferred stock we are offering before the issuance of the related series of preferred stock. We urge you to read the applicable
prospectus supplement related to any series of preferred stock we may offer, as well as the complete certificate of designations that
contains the terms of the applicable series of preferred stock.
Warrants
The following description of the warrant agreements
summarizes certain general terms that will apply to the warrants that we may issue and not the warrants of the Company that are currently
outstanding. The description is not complete, and we refer you to the warrant agreements, which will be filed with the SEC in connection
with our offering of any warrants and will be available as described below under the heading “Where You Can Find Additional Information”
in this prospectus, as well as the descriptions of any such warrants contained in an applicable prospectus supplement.
We may issue warrants to purchase common stock,
preferred stock or other securities. We will issue warrants under one or more warrant agreements between us and a warrant agent that we
will name in the applicable prospectus supplement. The prospectus supplement relating to any warrants we are offering will include specific
terms relating to the offering, including a description of any other securities sold together with the warrants. These terms will include
some or all of the following:
| · | the title of the warrants; |
| · | the aggregate number of warrants offered; |
| · | the price or prices at which the warrants will be issued; |
| · | the currency or currencies, including composite currencies, in which the prices of the warrants may be payable; |
| · | the designation, amount and terms of the securities for which the warrants are exercisable; |
| · | any rights to receive payment in cash or securities based on the value, rate or price of one or more specified commodities, currencies
or indices; |
| · | the number of shares of common stock, preferred stock or other securities or rights issuable upon exercise of the warrants and the
procedures by which those numbers may be adjusted; |
| · | the dates or periods during which the warrants are exercisable; |
| · | whether the warrants are separately transferable; |
| · | if the exercise price is not payable in U.S. dollars, the foreign currency, currency unit or composite currency in which the exercise
price is denominated; |
| · | any minimum or maximum number of warrants that may be exercised at any one time; |
| · | any terms relating to the modification of the warrants; and |
| · | any other terms of the warrants, including terms, procedures and limitations relating to the transferability, exchange, exercise or
redemption of the warrants. |
Holders of warrants will not be entitled to:
| · | vote, consent or receive dividends; |
| · | receive notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or |
| · | exercise any rights as stockholders of the Company. |
Each warrant that we may issue will entitle its
holder to purchase the principal amount of the number of shares of preferred stock or common stock at the exercise price set forth in,
or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement,
holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that we set forth in the
applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
A holder of warrant certificates may exchange
them for new warrant certificates of different denominations, present them for registration of transfer and exercise them at the corporate
trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to purchase
common stock or preferred stock are exercised, the holders of the warrants will not have any rights of holders of the underlying common
stock, preferred stock or other security.
PLAN OF DISTRIBUTION
We are registering common
stock, preferred stock and warrants with an aggregate offering price not to exceed $10,000,000, to be sold by us under a “shelf”
registration process.
If we offer securities under
this prospectus, we will amend or supplement this prospectus by means of an accompanying prospectus supplement setting forth the specific
terms and conditions and other information about that offering as is required or necessary.
We may sell the securities
in any of the following ways (or in any combination) from time to time:
| · | to or through underwriters, brokers or dealers; |
| · | directly to one or more purchasers; |
| · | “at the market offerings” to or through market makers or into an existing market for the securities; |
| · | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the
block as principal to facilitate the transaction; |
| · | privately negotiated transactions; |
| · | short sales (including short sales “against the box”); |
| · | through the writing or settlement of standardized or over-the-counter options or other hedging or derivative transactions, whether
through an options exchange or otherwise; |
| · | by pledge to secure debts and other obligations; |
| · | in other ways not involving market makers or established trading markets, including direct sales to purchasers or sales effected through
agents; |
| · | a combination of any such methods of sale; and |
| · | any other method permitted pursuant to applicable law and described in an applicable prospectus supplement. |
The applicable prospectus
supplement will set forth the terms of the offering of such securities, including:
| · | the name or names of any underwriters, dealers or agents and the amounts of securities underwritten or purchased by each of them;
and |
| · | the public offering price of the securities and the proceeds to us and any discounts, commissions or concessions allowed or re-allowed
or paid to dealers. Any public offering price and any discounts, commissions or concessions allowed or re-allowed or paid to dealers may
be changed from time to time. |
We may effect the distribution
of the securities from time to time in one or more transactions either:
| · | at a fixed price or prices, which may be changed from time to time; |
| · | at market prices prevailing at the time of sale; |
| · | at prices relating to the prevailing market prices; or |
Offers to purchase securities
may be solicited directly by us and the sale thereof may be made by us directly to institutional investors or others. In such a case,
no underwriters or agents would be involved. We may use electronic media, including the Internet, to sell offered securities directly.
If underwriters are used
in the sale of any securities, the securities will be acquired by the underwriters for their own account and may be resold from time to
time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The securities may be either offered to the public through underwriting syndicates represented by managing underwriters,
or directly by underwriters. Generally, the underwriters’ obligations to purchase the securities will be subject to certain conditions
precedent. Depending on the type of offering, the underwriters may be obligated to purchase all of the securities if they purchase any
of the securities (other than any securities purchased upon exercise of any over-allotment option). The underwriters may receive compensation
from us, for whom they may act as agents, in the form of discounts, concessions or commissions. Underwriters may sell our common stock
to or through dealers, and the dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for whom they may act as agents. Such compensation may be in excess of customary discounts, concessions
or commissions.
We may offer the securities
covered by this prospectus into an existing trading market on the terms described in the prospectus supplement relating thereto. Underwriters,
dealers and agents who participate in any at-the-market offerings will be described in the prospectus supplement relating thereto. To
the extent that we make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms
of a sales agency financing agreement or other at-the-market offering arrangement between us and the underwriters or agents. If we engage
in at-the-market sales pursuant to any such agreement, we will issue and sell the securities through one or more underwriters or agents,
which may act on an agency basis or on a principal basis. During the term of any such agreement, we may sell our securities on a daily
basis in exchange transactions or otherwise as we agree with the underwriters or agents. The agreement will provide that any securities
sold will be sold at prices related to the then-prevailing market prices for our securities. Therefore, exact figures regarding proceeds
that will be raised or commissions to be paid cannot be determined at this time. Pursuant to the terms of the agreement, we also may agree
to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our securities. The terms of each
such agreement will be set forth in more detail in the applicable prospectus supplement.
We may sell the securities
through agents from time to time. The prospectus supplement will name any agent involved in the offer or sale of the securities and any
commissions paid to them. Generally, any agent will be acting on a best efforts basis for the period of its appointment.
If we utilize a dealer in
the sale of the securities in respect of which this prospectus is delivered, we may sell such securities to the dealer, as principal.
The dealer may then resell such securities to the public at varying prices to be determined by the dealer at the time of resale.
In effecting sales, broker-dealers
or agents engaged by us may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts,
or concessions from us in amounts to be negotiated immediately prior to the sale. Such compensation may be in excess of customary discounts,
concessions or commissions.
In connection with the sale
of the securities or otherwise, we may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of
the securities covered by this prospectus in the course of hedging the positions they assume. We may also sell short the securities covered
by this prospectus and deliver the securities to close out short positions, or loan or pledge the securities covered by this prospectus
to broker-dealers that in turn may sell these securities. We may enter into option or other transactions with broker-dealers that involve
the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those securities.
Any underwriter, broker-dealer,
or agent that participates in the distribution of the securities may be deemed to be an “underwriter” as defined in the Securities
Act. Any commissions paid or any discounts or concessions allowed to any such persons, and any profits they receive on resale of the securities,
may be deemed to be underwriting discounts and commissions under the Securities Act. We will identify any underwriters or agents and describe
their compensation in a prospectus supplement. Any compensation paid to underwriters, dealers or agents in connection with the offering
of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in
the applicable prospectus supplement.
The aggregate proceeds to
us from the sale of the any securities will be the purchase price of such securities less discounts and commissions, if any.
Underwriters or agents may
purchase and sell the securities in the open market. These transactions may include over-allotment, stabilizing transactions, syndicate
covering transactions and penalty bids. Over-allotment involves sales in excess of the offering size, which creates a short position.
Stabilizing transactions consist of bids or purchases for the purpose of preventing or retarding a decline in the market price of the
securities and are permitted so long as the stabilizing bids do not exceed a specified maximum. Syndicate covering transactions involve
the placing of any bid on behalf of the underwriting syndicate or the effecting of any purchase to reduce a short position created in
connection with the offering. The underwriters or agents also may impose a penalty bid, which permits them to reclaim selling concessions
allowed to syndicate members or certain dealers if they repurchase the securities in stabilizing or covering transactions. These activities
may stabilize, maintain or otherwise affect the market price of the securities, which may be higher than the price that might otherwise
prevail in the open market. These activities, if begun, may be discontinued at any time. These transactions may be effected on any exchange
on which the securities is traded, in the over-the-counter market or otherwise.
Agents, broker-dealers and
underwriters may be entitled to indemnification by us, against certain civil liabilities, including liabilities under the Securities Act,
or to contribution with respect to payments which the agents or underwriters may be required to make in respect thereof.
Agents, broker-dealers and
underwriters or their affiliates may engage in transactions with, or perform services for us in the ordinary course of business. We may
also use underwriters or other third parties with whom we have a material relationship. We will describe the nature of any such relationship
in the applicable prospectus supplement.
We are subject to the applicable
provisions of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M, which may limit the timing
of purchases and sales of any of the securities offered in this prospectus. The anti-manipulation rules under the Exchange Act may apply
to sales of securities in the market and to the actions of the Company and our affiliates.
In order to comply with
the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the securities may not be sold unless it has been registered or qualified for sale
in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
To the extent required,
this prospectus may be amended and/or supplemented from time to time to describe a specific plan of distribution. Instead of selling securities
under this prospectus, we may sell the securities offered pursuant to other available exemptions from the registration requirements of
the Securities Act.
LEGAL MATTERS
Legal matters may be passed
upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of the Company
as of December 31, 2024 and 2023 and for each of the years in the two-year period ended December 31, 2024, have been incorporated by reference
herein and in the registration statement in reliance upon the reports of GGF CPA LTD, an independent registered public accounting firm,
incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The rules and regulations of the SEC allow us to
omit from this prospectus certain information included in the registration statement. For further information about us and the Securities,
you should refer to the registration statement and the exhibits and schedules filed with the registration statement. With respect to the
statements contained in this prospectus regarding the contents of any agreement or any other document, in each instance, the statement
is qualified in all respects by the complete text of the agreement or document, a copy of which has been filed as an exhibit to the registration
statement.
Because we are subject to the informational reporting
requirements of the Exchange Act, we file annual, quarterly and current reports, proxy statements and other information with the SEC.
Our SEC filings are available over the Internet at the SEC’s website at http://www.sec.gov. Our website address is www.gulfresourcesinc.com.
The information on, or that can be accessed through, our website is not part of this prospectus.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to incorporate by reference the
information and reports we file with it, which means that we can disclose important information to you by referring you to these documents.
The information incorporated by reference is an important part of this prospectus, and information that we file after the date hereof
with the SEC will automatically update and supersede the information already incorporated by reference. We are incorporating by reference
the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under such
provisions, after the date of this prospectus and prior to the termination of this offering:
| 1) | our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on April 11, 2025; |
| 2) | the description of our common stock contained in our Registration Statement on Form 8-A (Registration No. 001-34499)
filed with the SEC on October 20, 2009 pursuant to Section 12(b) of the Securities and Exchange Act of 1934, as amended
(the “Exchange Act”), including the updates to such description in Exhibit 4.1 to the Registrant’s Annual
Report on Form 10-K for the year ended December 31, 2024 filed with the SEC on April 11, 2025, and including any other
amendment or report filed for the purpose of updating such description; |
| 3) | our Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, as filed with the SEC on March 31, 2025; and |
| 4) | our Current Reports on Form 8-K, as filed with the SEC on May 7, 2025 and May 13, 2025. |
Upon request, we will provide, without charge,
to each person, including any beneficial owner, to whom a copy of this prospectus is delivered a copy of the documents incorporated by
reference into this prospectus. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference
as an exhibit in this prospectus, at no cost by writing or telephoning us at the following:
Gulf Resources, Inc.
Level 11, Vegetable Building,
Industrial Park of the East
City,
Shouguang City, Shandong,
China
Telephone Number +86 (536) 567-0008
You may also access these documents, free of charge
on the SEC’s website at www.sec.gov. Information contained on our website is not incorporated by reference into this
prospectus, and you should not consider any information on, or that can be accessed from, our website as part of this prospectus or any
accompanying prospectus supplement.
This prospectus is part of a registration statement
we filed with the SEC. We have incorporated exhibits into this registration statement. You should read the exhibits carefully for provisions
that may be important to you.
We have not authorized anyone to provide you
with information other than what is incorporated by reference or provided in this prospectus or any prospectus supplement. We are not
making an offer of these securities in any state where such offer is not permitted. You should not assume that the information in this
prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the front of this prospectus
or those documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets
forth all expenses to be paid by the Registrant, other than underwriting discounts and commissions, in connection with this offering.
All amounts shown are estimates.
| SEC registration fee |
|
$ |
* |
|
| FINRA filing fee |
|
$ |
* |
|
| Printing fees |
|
$ |
* |
|
| Legal fees and expenses |
|
$ |
* |
|
| Accounting fees and expenses |
|
$ |
* |
|
| Miscellaneous |
|
$ |
* |
|
| Total |
|
$ |
* |
|
*These fees and expenses depend on the manner
of sale of the securities, the securities offered and the number of issuances, and accordingly cannot be estimated at this time. Each
prospectus supplement related to this registration statement will reflect estimated expenses based on the applicable offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
As authorized by Section 78.751
of the Nevada Revised Statutes, we may indemnify our officers and directors against expenses incurred by such persons in connection with
any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative, involving
such persons in their capacities as officers and directors, so long as such persons acted in good faith and in a manner which they reasonably
believed to be in our best interests. If the legal proceeding, however, is by or in our right, the director or officer may not be indemnified
in respect of any claim, issue or matter as to which he is adjudged to be liable for negligence or misconduct in the performance of his
duty to us unless a court determines otherwise.
Under Nevada law, corporations
may also purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a director or officer
(or is serving at our request as a director or officer of another corporation) for any liability asserted against such person and any
expenses incurred by him in his capacity as a director or officer. These financial arrangements may include trust funds, self-insurance
programs, guarantees and insurance policies.
Additionally, our Bylaws (“Bylaws”),
provide that we shall indemnify our directors and officers to the fullest extent not prohibited by the Nevada Revised Statutes; and, provided,
further, that we are not required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by
such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of
Directors, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company
under the Nevada Revised Statutes or (iv) such indemnification is required to be made pursuant to the terms of the Bylaws. We also have
the power to indemnify our employees and other agents as set forth in the Nevada Revised Statutes.
Our
Bylaws also provide that we are required to advance to any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that
he is or was a director or officer, of the corporation, or is or was serving at the request of the Company as a director or executive
officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding,
promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt
of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled
to be indemnified under the Bylaws or otherwise.
Notwithstanding the foregoing, subject to certain exceptions,
no advance shall be made by the Company to an officer of the Company (except by reason of the fact that such officer is or was a director
of the Company) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably
and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding,
or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly
and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best
interests of the Company.
Neither our Bylaws nor our Articles of Incorporation,
as amended, include any specific indemnification provisions for our officers or directors against liability under the Securities Act.
Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
| (a) | Exhibits. We have filed the exhibits listed on the accompanying Exhibit Index of this Registration
Statement. |
EXHIBIT INDEX
| Exhibit Number |
|
Description |
| 1.1* |
|
Form of Underwriting Agreement |
| 3.1 |
|
Articles of Incorporation of Gulf Resources Inc. (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on December 1, 2015 (File No. 001-34499)) |
| 3.2 |
|
Certificate of Amendment to Articles of Incorporation (incorporated herein by reference to Exhibit 3.1 to the Form 8-K filed on January 28, 2020 (File No. 001-34499)) |
| 3.3 |
|
Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Form 8-K filed on December 1, 2015 (File No. 001-34499)) |
| 4.1* |
|
Form of Common Stock Certificate of the Registrant |
| 4.2* |
|
Form of Warrant Certificate of the Registrant |
| 4.3* |
|
Form of Warrant Agreement |
| 5.1* |
|
Opinion of Issuer Counsel |
| 23.1** |
|
Consent of GGF CPA LIMITED, Certified Public Accountants, an independent registered public accounting firm |
| 23.2* |
|
Consent of Issuer Counsel (included in Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (Included on Signature Page) |
| 107** |
|
Filing Fee Table |
| * |
To be filed, if necessary, by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and incorporated herein by reference. |
| ** |
Filed herewith |
ITEM 17. UNDERTAKINGS.
| |
6) |
That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities: |
| |
(i) |
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424. |
| |
(ii) |
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| |
(iii) |
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| |
(iv) |
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| |
7) |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: July 3, 2025
| |
GULF RESOURCES, INC. |
| |
|
|
| |
By: |
/s/ Xiaobin Liu |
| |
Name: |
Xiaobin Liu |
| |
Title: |
Chief Executive Officer |
Pursuant to the requirements
of the Securities and Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in
the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ Xiaobin Liu |
|
Chief Executive Officer and Director |
|
July 3, 2025 |
| Name: Xiaobin Liu |
|
|
|
|
| |
|
|
|
|
| /s/ Min Li |
|
Chief Finance Officer |
|
July 3, 2025 |
| Name: Min Li |
|
|
|
|
| |
|
|
|
|
| /s/ Yibo Yang |
|
Director |
|
July 3, 2025 |
| Name: Yibo Yang |
|
|
|
|
| |
|
|
|
|
| /s/ Naihui Miao |
|
Director |
|
July 3, 2025 |
| Name: Naihui Miao |
|
|
|
|
| |
|
|
|
|
| /s/ Dongshan Wang |
|
Director |
|
July 3, 2025 |
| Name: Dongshan Wang |
|
|
|
|
| |
|
|
|
|
| /s/ Yang Zou |
|
Director |
|
July 3, 2025 |
| Name: Yang Zou |
|
|
|
|
| |
|
|
|
|
| /s/ Sheng Wei Ma |
|
Director |
|
July 3, 2025 |
| Name: Sheng Wei Ma |
|
|
|
|
| |
|
|
|
|
| /s/ Shi Tong Jiang |
|
Director |
|
July 3, 2025 |
| Name: Shi Tong Jiang |
|
|
|
|
20
