Form 8-K - Current report

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): December 17, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0005 par value		GURE		NASDAQ Global Select Market

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 17, 2024, a wholly owned subsidiary of Gulf Resources, Inc. (the “Registrant” or the “Company”), Shouguang Hengde Salt Industry Co. Ltd ( “SHSI” or “Party B”), entered into an amendment to the Crude Salt Field Acquisition Agreement (the “Acquisition Agreement 1”) with Shouguang Qingshuibo Farm Co., LTD. (“Party A 1”), pursuant to which the Article 2. 2 of the Acquisition Agreement 1 has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB103,577,600 had been paid on the date of signing the contract by both parties. The remaining RMB25,894,400 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB10,357,800 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A 1 or Party A 1's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A 1 before December 31, 2028.

On December 17, 204, SHSI entered into an amendment to the Crude Salt Field Acquisition Agreement (the “Acquisition Agreement 2”) with Shouguang city Yangkou Town Dingjia Zhuangzi Village Stock Economic Cooperative (“Party A 2”), pursuant to which the Article 2. 2 of the Acquisition Agreement 2 has been amended as follows: (80%) of the total amount, equaling RMB32,460,000 had been paid on the date of signing the contract by both parties. The remaining RMB8,115,000 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,246,000 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A 2 or Party A 2's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A 2 before December 31, 2028.

On December 17, 204, SHSI entered into an amendment to Crude Salt Field Acquisition Agreement (the “Acquisition Agreement 3”) with Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (“Party A 3”), pursuant to which the Article 2. 2 of the Acquisition Agreement 3 has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB36,628,320 had been paid on the date of signing the contract by both parties. The remaining RMB9,157,080 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,662,832 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A 3 or Party A 3's designated party within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A 3 before December 31, 2028.

On December 17, 204, SHSI entered into an amendment to Crude Salt Field Acquisition Agreement (the “Acquisition Agreement 4”) with Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative (“Party A 4”), pursuant to which the Article 2. 2 of the Acquisition Agreement 4 has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB35,311,680 had been paid on the date of signing the contract by both parties. The remaining RMB8,827,920 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,531,168 shall be paid in Shares, calculated on a per share price of US$1.5 per, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A 4 or Party A 4's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A 4 before December 31, 2028.

On December 17, 204, SHSI entered into an amendment to Crude Salt Field Acquisition Agreement (the “Acquisition Agreement 5”) with Shouguang city Yangkou town Zhengjia Zhuangzi village stock economic cooperative (“Party A 5”), pursuant to which the Article 2. 2 of the Acquisition Agreement 5 has been amended as follows: Eighty percent (80%) of the total amount, equaling RMB 16,632,000 had been paid on the date of signing the contract by both parties. The remaining RMB 4,158,000 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB1,663,200 shall be paid in the Shares, calculated on a per share price ofUS$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A 5 or Party A 5's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A 5 before December 31, 2028.

In accordance to each amendment, the parties to each of the Acquisition Agreements also acknowledged and agreed that, in compliance with the NASDAQ Listing Rule 5635, the issuance of Shares pursuant to this Agreement may not exceed 19.9% of the total outstanding shares of common stock of Gulf Resources, Inc. prior to the issuance of the Shares (the “19.9% Threshold”), unless such issuance is approved by the shareholders of Gulf Resources, Inc. in accordance with the NASDAQ rules and regulations. Party B shall cause Gulf Resources Inc. to take all necessary steps to obtain such shareholder approval if the issuance of Shares under this Agreement exceeds the 19.9% Threshold.

The foregoing descriptions of agreements and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the amendments, copies of which are filed with this Current Report on Form 8-K as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, the terms of which are incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Amendment to Crude Salt Field Acquisition Agreement by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang Qingshuibo Farm Co., LTD, dated December 17, 2024.
10.2	Amendment to Crude Salt Field Acquisition Agreement by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, dated December 17, 2024.
10.3	Amendment to Crude Salt Field Acquisition Agreement by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, dated December 17, 2024.
10.4	Amendment to Crude Salt Field Acquisition Agreement by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, dated December 17, 2024.
10.5	Amendment to Crude Salt Field Acquisition Agreement by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative, dated December 17, 2024.

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: December 19, 2024

Amendment to Crude Salt Field Acquisition Agreement

Transferor: Shouguang Qingshuibo Farm Co., LTD. (hereinafter referred to as Party A)

Registered address: 2000 meters north of the intersection of Nanhai Road and Yangu Road, Shuangwang City Administrative Committee, Shouguang City, Weifang City, Shandong Province

Legal representative: Chang Maoming

Unified Social Credit code: Not applicable

Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)

Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province

Legal representative: Li Min

Unified social credit code: 91370783MA7MLKPG9P

Party A and Party B hereby , through friendly negotiation, agree to amend and modify the original contract dated June 26, 2024 (the “Original Contract”), entered into by and between the parties as follows:

1. The original term included in the Original Contract (the “Original Term”):

Article 2 Transfer price and method of delivery

2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB103,577,600. The remaining amount of RMB25,894,400 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.

2. The Original Term is hereby deleted in its entirety and replaced by the following term:

Article 2 Transfer price and method of delivery

2. Terms of payment: Eighty percent (80%) of the total amount, equaling RMB 103,577,600 had been paid on the date of signing the contract by both parties. The remaining RMB 25,894,400 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB10,357,800 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A or Party A's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A before December 31, 2028.

Notwithstanding anything to the contrary herein, the parties to the Agreement acknowledge and agree that, in compliance with the NASDAQ Listing Rule 5635, the issuance of Shares pursuant to this Agreement may not exceed 19.9% of the total outstanding shares of common stock of Gulf Resources, Inc. prior to the issuance of the Shares (the “19.9% Threshold”), unless such issuance is approved by the shareholders of Gulf Resources, Inc. in accordance with the NASDAQ rules and regulations. Party B shall cause Gulf Resources Inc. to take all necessary steps to obtain such shareholder approval if the issuance of Shares under this Agreement exceeds the 19.9% Threshold.

If Party B determines that the issuance of the Shares would exceed the 19.9% Threshold and Shareholder Approval is not obtained, the parties shall limit the number of Shares being issued to ensure that the number of Shares being issued does not exceed the 19.9% Threshold. In the event that Shareholder Approval is not obtained, the parties shall adjust the transaction structure to comply with the NASDAQ Listing Rules, including reducing the number of Shares to be issued or otherwise modifying the terms of the acquisition as necessary.

3. Except as specifically set forth herein, all other terms and conditions of the Original Contract remain in full force and effect.

4. This Agreement shall come into force upon being signed and sealed by both parties.

Party A (Seal):	Party B (seal) :

Signature: /s/ Chang Maomin	Signature: /s/ Min Li

Date: December 17, 2024	Date: December 17, 2024

Amendment to Crude Salt Field Acquisition Agreement

Transferor: Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)

Registered address: Shouguang City Dingjia Zhuangzi village yard

Legal representative: Ding Zhanxian

Unified Social Credit code: Not applicable

Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)

Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province

Legal representative: Li Min

Unified social credit code: 91370783MA7MLKPG9P

Party A and Party B hereby, through friendly negotiation, agree to amend and modify the original contract dated June 27, 2024 (the “Original Contract”), entered into by and between the parties as follows:

1. The original term included in the Original Contract (the “Original Term”):

Article 2 Transfer price and method of delivery

2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 32,460,000. The remaining amount of RMB 8,115,000 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.

2. The Original Term is hereby deleted in its entirety and replaced by the following term:

Article 2 Transfer price and method of delivery

2.Terms of payment: Eighty percent (80%) of the total amount, equaling RMB 32,460,000 had been paid on the date of signing the contract by both parties. The remaining RMB8,115,000 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,246,000 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A or Party A's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A before December 31, 2028.

3. Except as specifically set forth herein, all other terms and conditions of the Original Contract remain in full force and effect.

4. This Agreement shall come into force upon being signed and sealed by both parties.

Party A (Seal) :	Party B (seal) :

Signature: /s/ Ding Zhanxian	Signature: /s/ Min Li

Date: December 17, 2024	Date: December 17, 2024

Amendment to Crude Salt Field Acquisition Agreement

Transferor: Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)

Registered address: Shouguang City Yangkou town Shanjia Zhuangzi village yard

Legal representative: Ding Huasong

Unified Social Credit code: Not applicable

Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)

Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province

Legal representative: Li Min

Unified social credit code: 91370783MA7MLKPG9P

1. The original term included in the Original Contract (the “Original Term”):

Article 2 Transfer price and method of delivery

2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 35,311,680. The remaining amount of RMB 8,827,920 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.

2. The Original Term is hereby deleted in its entirety and replaced by the following term:

Article 2 Transfer price and method of delivery

2.Terms of payment: Eighty percent (80%) of the total amount, equaling RMB 35,311,680 had been paid on the date of signing the contract by both parties. The remaining RMB8,827,920 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,531,168 shall be paid in Shares, calculated on a per share price of US$1.5 per, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A or Party A's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A before December 31, 2028.

3. Except as specifically set forth herein, all other terms and conditions of the Original Contract remain in full force and effect.

4. This Agreement shall come into force upon being signed and sealed by both parties.

Party A (Seal) :	Party B (seal) :

Signature: /s/ Ding Huasong	Signature: /s/ Min Li

Date: December 17, 2024	Date: December 17, 2024

Amendment to Crude Salt Field Acquisition Agreement

Transferor: Shouguang city Yangkou town Zhengjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)

Registered address: Shouguang City Zhengjia Zhuangzi village yard

Legal representative: Zhang Yugang

Unified Social Credit code: Not applicable

Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)

Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province

Legal representative: Li Min

Unified social credit code: 91370783MA7MLKPG9P

1. The original term included in the Original ContractModify the Content (the “Original Term”):

Article 2 Transfer price and method of delivery

2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 16,632,000. The remaining amount of RMB 4,158,000 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.

2. The Original Term is hereby deleted in its entirety and replaced by the following term:

Article 2 Transfer price and method of delivery

2.Terms of payment: Eighty percent (80%) of the total amount, equaling RMB 16,632,000 had been paid on the date of signing the contract by both parties. The remaining RMB 4,158,000 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB1,663,200 shall be paid in the Shares, calculated on a per share price ofUS$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A or Party A's designated parties within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A before December 31, 2028.

3. Except as specifically set forth herein, all other terms and conditions of the Original Contract remain in full force and effect.

4. This Agreement shall come into force upon being signed and sealed by both parties.

Party A (Seal) :	Party B (seal) :

Signature: /s/ Zhang Yugang	Signature: /s/ Min Li

Date: December 17, 2024	Date: December 17, 2024

Amendment to Crude Salt Field Acquisition Agreement

Transferor: Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (hereinafter referred to as Party A)

Registered address: Shouguang City Renjia Zhuangzi village yard

Legal representative: Ren Zhenyi

Unified Social Credit code: Not applicable

Transferee: Shouguang Hengde Salt Industry Co. Ltd (hereinafter referred to as Party B)

Registered address: Southwest of intersection of Shenghai Road and Yandu Road, Yangkou Town, Shouguang City, Weifang City, Shandong Province

Legal representative: Li Min

Unified social credit code: 91370783MA7MLKPG9P

Party A and Party B hereby , through friendly negotiation, agree to amend and modify the original contract dated June 27, 2024 (the “Original Contract”), entered into by and between the parties as follows:

1. The original term included in the Original Contract (the “Original Term”):

Article 2 Transfer price and method of delivery

2. Terms of payment: 80% of the total amount shall be paid on the date of signing the contract by both parties, that is, RMB 36,628,320. The remaining amount of RMB 9,157,080 shall be paid in shares of common stock of Party B’s parent company, Gulf Resources, Inc. Pay to Party A or Party A's designated personnel within three months after Party B has inspected and accepted the crude salt field in writing.

2. The Original Term is hereby deleted in its entirety and replaced by the following term:

Article 2 Transfer price and method of delivery

2. Terms of payment: Eighty percent (80%) of the total amount, equaling RMB36,628,320 had been paid on the date of signing the contract by both parties. The remaining RMB9,157,080 shall be paid in a combination of common stock of Party B’s parent company, Gulf Resources, Inc. (the “Shares”), and cash as follows: (1) RMB3,662,832 shall be paid in the Shares, calculated on a per share price of US$1.5, using the exchange rate RMB/US$:7.27. These shares shall be issued by Gulf Resources, Inc. to Party A or Party A's designated party within three months after Party B has inspected and accepted the crude salt field in writing; (2) the balance shall be paid in cash by Party B to Party A before December 31, 2028.

3. Except as specifically set forth herein, all other terms and conditions of the Original Contract remain in full force and effect.

4. This Agreement shall come into force upon being signed and sealed by both parties.

Party A (Seal) :	Party B (seal) :

Signature: /s/ Ren Zhenyi	Signature: /s/ Min Li

Date: December 17, 2024	Date: December 17, 2024

Cover	Dec. 17, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 17, 2024
Entity File Number	000-20936
Entity Registrant Name	Gulf Resources, Inc.
Entity Central Index Key	0000885462
Entity Tax Identification Number	13-3637458
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	Level 11,Vegetable Building
Entity Address, Address Line Two	Industrial Park of the East City
Entity Address, City or Town	Shouguang City
Entity Address, Country	CN
Entity Address, Postal Zip Code	262700
City Area Code	+86 (536)
Local Phone Number	567 0008
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0005 par value
Trading Symbol	GURE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false