Form 8-K GULF RESOURCES, INC. For: Aug 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act 1934
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The People’s Republic of
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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:
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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:
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
Nasdaq Continued Listing Compliance Notice
As previously reported in the current report on Form 8-K filed with the Securities Exchange Commission (the “Commission”) on June 30, 2026, Gulf Resources, Inc. (the “Company”) has obtained an extension to file its annual report on Form 10-K for the period ended December 31, 2025 (“2025 Form 10-K”) and quarterly report on Form 10-Q for the quarter ended March 31, 2026, by August 31, 2026. The Company filed its 2025 Form 10-K on August 17, 2026 with the Commission.
On August 24, 2026, the Company received a notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, as a result of the Company’s failure to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 (the “Q2 2026 Form 10-Q”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”), which requires listed companies to timely file all required periodic financial reports with the Commission.
The Notice has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market. The Notice provides that the Company must submit an update to its plan to regain compliance with the Listing Rule, including its plan to file the Q2 2026 Form 10-Q and the progress made under its original plan.
On August 28, 2026, the Company issued a press release announcing its receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits
(d) Exhibit.
| Exhibit No. | Description | |
| 99.1 | Press Release |
Cautionary Note Regarding Forward Looking Statements
This Current Report on Form 8-K includes information that constitutes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “anticipate”, “estimate”, “expect”, “project”, “plan”, “intend”, “believe”, “may”, “might”, “will”, “should”, “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 Commission, and the risk that the completion and filing of the Form 10-K will take longer than expected. For additional information about factors that could cause actual results to differ materially from those described in the forward-looking statements, please refer to the Company’s filings with the Commission, including the risk factors contained in its most recent Annual Report on Form 10-K and the Company’s other subsequent filings with the Commission. 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 | |
August 28, 2026
ATTACHMENTS / EXHIBITS
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