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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):
August 20, 2024
Gulf Resources, Inc.
(Exact name of registrant as specified in charter)
Nevada
(State or other jurisdiction of incorporation)
|
000-20936
(Commission File Number) |
13-3637458
(IRS Employer Identification No.) |
Level 11,Vegetable Building, Industrial Park
of the East City,
Shouguang City, Shandong, China 262700
(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 |
|
NASDAQ Global Select Market |
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As previously disclosed on the Current Reports
on Form 8-K of Gulf Resources, Inc. (the “Company”) filed on April 19, 2024 and May 22, 2024, the Company received
a notice (the “Initial Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
on April 18, 2024 notifying the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the
fiscal year ended December 31, 2023 (the “Form 10-K”), with the Securities and Exchange Commission (the “SEC”),
the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”),
which requires the timely filing of all required periodic reports with the SEC, and the Company subsequently received a notice (the “May
Notice”) from Nasdaq on May 21, 2024 due to the Company’s non-compliance with the Rule as a result of the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”,
together with the Form 10-K, the “Delinquent Reports”). The May Notice states that the Company has until June
17, 2024 to submit to Nasdaq a plan to regain compliance with the Rule.
As previously disclosed on the Current Report
on Form 8-K of the Company filed with the SEC on July 2, 2024, on June 26, 2024, the Company received a letter from Nasdaq indicating
that, based on its further review and the plan of compliance submitted by the Company on June 14, 2024, Nasdaq has determined to grant
an exception to enable the Company to regain compliance with the Rule. The terms of the exception are as follows: on or before October
14, 2024, the Company must file the Delinquent Reports, as required by the Rule. In the event the Company does not satisfy the terms,
Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination
to a hearings panel.
Subsequently, on August 20, 2024, the Company
received a notice (the “Notice”) from Nasdaq indicating that, because the Company is delinquent in filing its quarterly
report on Form 10-Q for the period ended June 30, 2024, the Company is not in compliance with the Rule. The Notice also indicates that
as a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect to
the filing requirements. The Company has until September 4, 2024 to submit such update to Nasdaq.
The Notice has no immediate effect on the listing
or trading of the Company’s common stock on the Nasdaq Global Select Market. While the Company can provide no assurance to the timing,
the Company intends to submit an updated compliance plan to Nasdaq, and will continue to work diligently to complete and file its delayed
SEC reports.
| Item 7.01 |
Regulation FD Disclosure |
On August 22, 2024, the Company issued a press
release to comply with the requirements of Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. The full text
of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance
with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not
be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, or the Securities
Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.
Forward Looking Statements
Certain information contained
in this report consists of forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that
involve risks, uncertainties and assumptions that are difficult to predict. Words such as “will,” “would,” “may,”
“intends,” “potential,” and similar expressions, or the use of future tense, identify forward-looking statements,
but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance
and actual actions or events could differ materially from those contained in such statements. For example, there can be no assurance that
the Company will regain compliance with the Rule during any compliance period or in the future, or otherwise meet Nasdaq compliance standards,
that the Company will be eligible for a second compliance period, or that Nasdaq will grant the Company any relief from delisting as necessary
or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking statements contained in
this report speak only as of the date of this report and the Company undertakes no obligation to publicly update any forward-looking statements
to reflect changes in information, events or circumstances after the date of this report, unless required by law.
| Item 9.01 |
Financial Statements and Exhibits. |
Exhibits
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 |
Dated: August 22, 2024
Gulf Resources Announces Receipt of Nasdaq Non-Compliance Notice
SHOUGUANG, China, Aug. 22, 2024 (GLOBE NEWSWIRE) -- Gulf Resources,
Inc. (NASDAQ: GURE) (“Gulf Resources” or the “Company”), a leading manufacturer of bromine, crude salt and specialty
chemical products in China, today announced that on August 20, 2024, it received a notice (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that due to the Company’s
failure to timely file its Quarterly Report on Form 10-Q for the period ended June 30, 2024, with the Securities and Exchange Commission
(the “SEC”), the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule
5250(c)(1) (the “Rule”), which requires the timely filing of all required periodic reports with the SEC. The Notice indicates
that as a result of this additional delinquency, the Company must submit an update to its original plan to regain compliance with respect
to the filing requirements. The Company has until September 4, 2024 to submit such update to Nasdaq.
As previously disclosed on a Current Report on
Form 8-K of the Company filed on April 19, 2024, the Company received a notice (the “Initial Notice”) from Nasdaq on April
18, 2024 notifying the Company that due to the Company’s failure (the “Initial Delinquent Filing”) to timely file its
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the “Form 10-K”), with the SEC, the Company is not
in compliance with the Rule. Subsequently, as previously disclosed on a Current Report on Form 8-K filed with the SEC by the Company on
May 22, 2024, the Company received a notice (the “May Notice”) from Nasdaq due to the Company’s failure to timely file
its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Form 10-Q,” together with the Form 10-K, the
“Delinquent Reports”). The May Notice states that the Company has until June 17, 2024 to submit to Nasdaq a plan to regain
compliance with the Nasdaq Listing Rules. Further, as previously disclosed on a Current Report on Form 8-K of the Company filed with the
SEC on July 2, 2024, the Company received a letter from Nasdaq on June 26, 2024 indicating that, based on its further review and the plan
of compliance submitted by the Company on June 14, 2024, Nasdaq has determined to grant an exception to enable the Company to regain compliance
with the Rule. The terms of the exception are as follows: on or before October 14, 2024, the Company must file the Delinquent Reports,
as required by the Rule. In the event the Company does not satisfy the terms, Nasdaq will provide written notification that its securities
will be delisted. At that time, the Company may appeal Nasdaq’s determination to a hearings panel.
The Notice has no immediate effect on the listing or trading of the
Company’s common stock on the Nasdaq Global Select Market. While the Company can provide no assurance to the timing, the Company
intends to submit an updated compliance plan to Nasdaq, and will continue to work diligently to complete and file its delayed SEC reports.
This announcement is made in compliance with the Nasdaq Listing Rule
5810(b), which requires prompt disclosure of receipt of a notification of deficiency.
About Gulf Resources, Inc.
Gulf Resources, Inc. operates through four wholly-owned subsidiaries,
Shouguang City Haoyuan Chemical Company Limited (“SCHC”), Shouguang Yuxin Chemical Industry Co., Limited (“SYCI”),
Daying County Haoyuan Chemical Company Limited (“DCHC”) and Shouguang Hengde Salt Industry Co. Ltd. (“SHSI”).
The Company believes that it is one of the largest producers of bromine in China. Elemental Bromine is used to manufacture a wide variety
of compounds utilized in industry and agriculture. Through SYCI, the Company manufactures chemical products utilized in a variety of applications,
including oil and gas field explorations and papermaking chemical agents, and materials for human and animal antibiotics. Through SHSI,
the Company manufactures and sells crude salt. DCHC was established to further explore and develop natural gas and brine resources (including
bromine and crude salt) in China. For more information, visit www.gulfresourcesinc.com.
Forward-Looking Statements
Certain information contained in this report consists of forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks, uncertainties and assumptions
that are difficult to predict. Words such as “will,” “would,” “may,” “intends,” “potential,”
and similar expressions, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement
is not forward-looking. Such forward-looking statements are not guarantees of performance and actual actions or events could differ materially
from those contained in such statements. For example, there can be no assurance that the Company will regain compliance with the Rule
during any compliance period or in the future, or otherwise meet Nasdaq compliance standards, or that Nasdaq will grant the Company any
relief from delisting as necessary or that the Company can ultimately meet applicable Nasdaq requirements for any such relief. The forward-looking
statements contained in this report speak only as of the date of this report and the Company undertakes no obligation to publicly update
any forward-looking statements to reflect changes in information, events or circumstances after the date of this report, unless required
by law.
For more information, please contact:
Gulf Resources, Inc.
Web: http://www.gulfresourcesinc.com
Director of Investor Relations
Helen Xu
beishengrong@vip.163.com
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