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
Date of Report (date of earliest event reported):
(Exact name of registrant as specified in charter)
(State or other jurisdiction of incorporation)
| (Commission File Number) | (IRS Employer Identification No.) |
The People’s Republic
of
_______________________________________________________________
(Address of principal executive offices and zip code)
_______________________________________________________________
(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 | ||
Item 1.01 Entry into a Material Agreement.
To enhance liquidity and market value of Gulf Resources, Inc. (the “Company”), on January 26, 2026, March 5, 2026, March 19, 2026 and March 28, 2026, respectively, the Company entered into equity financing agreements (individually the “Private Placement Agreement”; collectively the “Private Placement Agreements”), with four individual investors (individually the “Private Placement Purchaser”; collectively “Private Placement Purchasers”), pursuant to which the Company agreed to issue new shares of common stock to such investors that in aggregate accounted for approximately 18% of the total shares issued and outstanding of the Company as of December 31, 2025. The purchase price per share under the Private Placement Agreement dated January 26, 2026, was set at 90% of the average closing price of the Company’s common stock for the five trading days prior to the date of such agreement, while the purchase prices under the Private Placement Agreements executed in March 2026 were set at 85% of, or 15% off, the closing price of the Company’s common stock on the trading day immediately preceding the respective agreement dates, as quoted on the Nasdaq Stock Market.
Pursuant to the agreement dated January 26, the Company agreed to sell and issue 69,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$246,330.
Pursuant to the agreement dated March 5, 2026, the Company agreed to sell and issue 75,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$267,750.
Pursuant to the agreement dated March 19, 2026, the Company agreed to sell and issue 70,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$275,800.
Pursuant to the agreement dated March 28, 2026, the Company agreed to sell and issue 60,000 shares of common stock to a Private Placement Purchaser for an aggregate purchase price of US$246,000.
The Foregoing descriptions of the Private Placement Agreements are not complete and are qualified in their entireties by reference to the full text translation of the Private Placement Agreements, copies of which are filed herewith as Exhibit 10.1 and Exhibit 10.2respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities
The information contained above in Item 1.01 related to the four Private Placements and the issuance of the Private Placement shares pf common stock is hereby incorporated by reference into this Item 3.02. The Private Placement shares of common stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are instead being offered pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.
Item 9.01 Financial Statement and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GULF RESOURCES, INC. | ||
| By: | /s/ Min Li | |
| Name: | Min Li | |
| Title: | Chief Financial Officer | |
April 2, 2026
Exhibit 10.1
Equity Financing Agreement
Party A (Investor) : __________________________
Address: Shouguang City, Shandong Province
Party B (Financier) : GULF RESOURCES, INC.
Address: 11th Floor, Vegetable Building, Chengdong Industrial Park, Shouguang City, Shandong Province
In view of the business development prospects and
growth potential of Party B, Party A intends to make equity investment in Party B, and Party B is willing to accept the investment of
Party A. Both parties, based on the principles of equality, involuntariness, good faith and mutual agreement, have reached the following
equity financing agreement:
Article 1 Investment Amount and Payment Method
1.1 Party A agrees to invest in Party B US $ (in words: US $ only).
1.2 The investment method is that Party A shall pay the above-mentioned amount to Party B in cash in two installments.
1.2.1 Within 3 working days after Party B provides the receiving account, Party A shall remit half of the financing amount, totaling $______________, to Party B's account. Within 10 working days after receiving the remittance, Party B shall distribute shares of its listed company to Party A in accordance with Clause 2.1.
1.2.2 Party A shall pay the remaining financing funds, totaling $_____________, to Party B's account within 3 working days after receiving the issuance of the shares.
Article 2 Share Price
2.1 Upon receipt of the financing funds,
Party B shall issue to Party A ______________ shares of its listed company (NASDAQ: GURE) at a 90% of the average closing price of the
five trading days prior to the date of this agreement final at $__________.
2.2 Party B shall, in accordance with Party A's shareholding ratio, register Party A in the register of shareholders of Party B Company in accordance with relevant laws and regulations.
Article 3 Investment Purposes
3.1 Party B shall use the investment funds of
Party A exclusively for the operation and development of its company.
3.2 Party A has the right to supervise the use of
Party B's investment to a certain extent.
Article 4 Shareholder Rights
4.1 Party B shall ensure that Party A can exercise shareholder rights in accordance with the law and shall not restrict or deprive Party
A of such rights without cause.
Article 5 Equity Transfer and Exit Mechanism
5.1 Party A shall not transfer its equity in Party B within half a year after the investment (calculated based on the time when the second funds are in place).
5.2 After the expiration of the investment period
, Party A shall have the right to choose to continue holding or transfer the equity, and Party B shall cooperate.
Article 6 Information Disclosure and Reporting
6.1 Party B shall regularly provide Party A with information on the company 's financial reports, operating conditions, market dynamics, etc.
6.2 Party A has the right to request additional business information from Party B, and Party B shall cooperate.
Article 7 Confidentiality Clause
7.1 Both parties shall be obligated to keep confidential the contents of this agreement and the trade secrets of the other party known as a result of the performance of this agreement.
7.2 The obligation of confidentiality shall remain in effect after the termination of this agreement for a period of 5 years.
Article 8 Liability for Breach
8.1 If either party breaches this agreement, it
shall
pay liquidated damages to the non-breaching party, the amount of which shall be 10% of the investment amount of the breaching
party.
8.2 If the loss caused by the breach exceeds the
amount
of the penalty, the breaching party shall also compensate the non-breaching party for the excess loss.
Article 9 Dispute Resolution
9.1 Any dispute arising from the performance of this Agreement shall first be settled through consultation between the parties.
9.2 If consultation fails, either party may bring a lawsuit to the people 's court in the place where Party B is located or apply for arbitration.
Article 10 Others
10.1 This agreement is made in duplicate, with each party (Party A and Party B) holding one copy, both of which have equal legal effect.
10.2 This Agreement shall come into effect as of the date when it is signed and sealed by the authorized representatives of both parties.
On behalf of
party a (signature) : _____________________
party b representative (signature) : _____________________
signing date: January , 2026
sign location: shandong shouguang
Exhibit 10.2
Equity Financing Agreement
Party A (Investor) : _________________
Address: Shouguang city, shandong province
Party B: GULF RESOURCES, INC.
Address: 11th Floor, Vegetable Building, Chengdong Industrial Park,
Shouguang City, Shandong Province
In view of the business development prospects and growth potential
of Party B, Party A intends to make equity investment in Party B, and Party B is willing to accept the investment of Party A. Both parties,
based on the principles of equality, voluntariness, good faith and mutual agreement, have reached the following equity financing agreement:
Article 1 Number of shares and share price
1.1 Party A intends to purchase shares of Party B 's listed company (NASDAQ: GURE).
1.2 The share price is $__________, which is 15% off of the closing
price of the trading day prior to the date of this agreement, issued to Party A.
1.3 Party B shall, in accordance with Party A's shareholding position, register Party A in the register of shareholders of Party B Company
in accordance with relevant laws and regulations.
Article 2 Investment amount and payment method
2.1 Party A shall invest a total of $___________ (in words: US$______________________ only) in Party B in US dollars (or equivalent foreign currency, subject to the actual exchange rate).
2.2 The investment shall be paid by Party A in cash in two installments to Party B.
2.2.1 Within 5 business days after the signing of this agreement, Party A shall remit half of the investment amount, totaling $___________, to Party B's designated company bank account. Within 10 business days after receiving the remittance, Party B shall issue the shares of its listed company to Party A in accordance with Clause (1).
2.2.2 Party A shall pay the remaining investment amount, totaling
$____________, to Party B's account within 10 business days after receiving the issuance of the shares.
Article 3 Investment Purposes
3.1 Party B shall use Party A's investment funds exclusively for the operation and development of its company.
3.2 Party A has the right to supervise the use of Party B's investment to a certain extent.
Article 4 Shareholder Rights
4.1 Party B shall ensure that Party A can exercise shareholder rights in accordance with the law and shall not restrict or deprive Party
A of such rights without cause.
Article 5 Equity Transfer and Exit Mechanism
5.1 Party A shall not transfer its equity in Party B within six months after the investment (calculated based on the date of issuance
of the shares).
5.2 After the expiration of the investment period, Party A shall have the right to choose to continue holding or transfer the equity,
and Party B shall cooperate.
Article 6 Information Disclosure and Reporting
6.1 Party B shall regularly provide Party A with information on the
company 's financial reports, operating conditions, market dynamics, etc.
6.2 Party A has the right to request additional business
information from Party B, and Party B shall cooperate.
Article 7 Confidentiality Clause
7.1 Both parties shall be
obligated to keep confidential the contents of this agreement and the trade secrets of the other party known as a result of the performance
of this agreement.
7.2 The obligation of confidentiality shall remain in effect after the termination of this agreement for a period
of 5 years.
Article 8 Liability for Breach
8.1 If either party breaches
this agreement, it shall pay liquidated damages to the non-breaching party, the amount of which shall be 10% of the investment
amount of the breaching party.
8.2 If the loss caused by the breach exceeds the amount of the penalty, the breaching party shall also compensate the non-breaching party for the excess loss.
Article 9 Dispute Resolution
9.1Any dispute arising from the performance of this Agreement
shall first be settled through consultation between the parties.
9.2 If consultation fails, either party may bring a lawsuit to the people 's court in the place where Party B is located or apply for arbitration.
Article 10 Others
10.1 This agreement is made in duplicate,with each party (Party A and Party B) holding one copy, both of which have equal legal effect.
10.2 This Agreement shall come into effect as of the date when it is signed and sealed by the authorized representatives of both parties.
Party A Representative (signature) :
_____________________
Party B Representative (signature) :
_____________________
Signing date: March , 2026
Location: Shandong Shouguang