Gulf Resources Inc. (NV) filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
As previously reported, on December 10, 2025, pursuant to and subject to the terms of the previously announced equity transfer agreement, dated as of December 10, 2025 (the “SPA”), by and among Shouguang City Haoyuan Chemical Company Limited (the “Seller”), a company incorporated in the PRC and an indirect wholly owned subsidiary of Gulf Resources, Inc. (the “Company”), Shandong Rongyuan Pharmaceutical Co., Ltd. (the “Purchaser”) and Shouguang Yuxin Chemical Industry Co., Limited (the “Target Company”), the Purchaser agreed to purchase from the Seller 100% equity interest in the Target Company (“Transaction”). The Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 15, 2025, contains a description of the Transaction and related matters.
The relevant governmental body, AMR (as defined in the SPA) completed the industrial and commercial change registration of the Target Company on December 22, 2025, indicating the Purchaser as the sole shareholder of the Target Company. As such, and pursuant to the SPA, the Transaction closed on December 22, 2025.
The Company is filing this Current Report on Form 8-K to provide, in connection with the closing of the Transaction:
| - | the financial statements of the Company as of and for the year ended December 31, 2024 and nine months ended September 30, 2025, the accompanying notes thereto, are incorporated herein by reference; and |
| - | pro forma financial information as of and for the year ended December 31, 2024 and nine months ended September 30, 2025, are filed as Exhibit 99.1. |
Statements contained herein relating to the Company or its management’s intentions, hopes, beliefs, expectations or predictions of the future, constitute forward looking statements. Such forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on April 11, 2025, the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, filed with the SEC on November 19, 2025, and in the Company’s other filings and submissions with the SEC. The Company disclaims any intention or obligation to update, amend or clarify these forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Item 9.01 Financial Statements and Exhibits.
Exhibits
The following exhibit are filed herewith:
| Exhibit No. | Exhibit Description | |
| 99.1 | Gulf Resources Inc. Unaudited Pro Forma Condensed Combined Financial Statements as of December 31, 2024 and September 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document) |
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 29, 2025