Gulf Resources Faces Nasdaq Delisting Warning

TL;DR

Nasdaq's warning: Gulf Resources might get delisted if they don't file their 10-K by July 26.

AI Summary

Gulf Resources, Inc. announced on June 26, 2024, that it received a notice from the Nasdaq Stock Market indicating its non-compliance with listing rules due to a failure to file its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company has until July 26, 2024, to submit a plan to regain compliance. Failure to do so could lead to delisting.

Why It Matters

This filing signals potential delisting from Nasdaq, which could significantly impact the stock's liquidity and investor confidence.

Risk Assessment

Risk Level: high — The company is at high risk of delisting from the Nasdaq stock exchange due to failure to meet filing requirements.

Key Numbers

• 10-K — Form 10-K (Annual report that was not filed)
• July 26, 2024 — Compliance Deadline (Date by which a plan to regain compliance must be submitted)

Key Players & Entities

• Gulf Resources, Inc. (company) — Registrant
• Nasdaq Stock Market (company) — Exchange issuing notice
• June 26, 2024 (date) — Date of notice
• July 26, 2024 (date) — Deadline for compliance plan
• December 31, 2023 (date) — Fiscal year end for unfiled report

FAQ

Key Financial Figures

• $0.0005 — nge on which registered Common Stock, $0.0005 par value GURE NASDAQ Global Select

Filing Documents

• e663754_8k-gulf.htm (8-K) — 27KB
• e663754_ex10-1.htm (EX-10.1) — 16KB
• e663754_ex10-2.htm (EX-10.2) — 16KB
• e663754_ex10-3.htm (EX-10.3) — 16KB
• e663754_ex10-4.htm (EX-10.4) — 16KB
• e663754_ex10-5.htm (EX-10.5) — 16KB
• 0001193805-24-000872.txt ( ) — 298KB
• gure-20240626.xsd (EX-101.SCH) — 3KB
• gure-20240626_lab.xml (EX-101.LAB) — 33KB
• gure-20240626_pre.xml (EX-101.PRE) — 22KB
• e663754_8k-gulf_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 26, 2024, a wholly owned subsidiary of Gulf Resources, Inc. (the "Registrant" or the "Company"), Shouguang Hengde Salt Industry Co. Ltd ( "SHSI"), entered into a Crude Salt Field Acquisition Agreement (the "Acquisition Agreement") with Shouguang Qingshuibo Farm Co., LTD. ("Seller A"), pursuant to which Seller A agrees to transfer to SHSI, and SHSI agrees to purchase, 2,380,000 square meters of crude salt field (including the land lease fee) for RMB54.40 per square meter, with the total transfer price of RMB129,472,000. The term of transfer is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Acquisition Agreement, and the remaining 20% shall be paid in shares of common stock of the Company within three months from the date of Acquisition Agreement after SHSI has inspected the and accepted the crude salt field in writing. On June 27, 2024, SHSI entered into four Crude Salt Field Acquisition Agreements (the "Agreements") with Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative, Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative, Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative, and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative (together, "Sellers"), pursuant to which Sellers agree to transfer to SHSI, and SHSI agrees to purchase from Sellers, 750,000, 804,000, 385,000, and 822,000 square meters of crude salt field (including the land lease fee) for RMB54.10, RMB54.90, RMB54.00, and RMB55.70 per square meter, respectively, with the total transfer price of RMB40,575,000, RMB44,139,600, RMB20,790,000, and RMB45,785,400, respectively. The term of transfers is from June 29, 2024 to June 28, 2044. 80% of the transfer price shall be paid upon the execution of Agreements, and the remaining 20% shall be paid in shares of common stock of the Comp

01. Notice of Delisting or Failure to Satisfy a Continued

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously disclosed, on April 18, 2024 and May 21, 2024, the Company received letters from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") indicating that that it did not comply with Nasdaq's filing requirements set forth in Listing Rule 5250(c)(1) (the "Rule") because it had not filed its Form 10-K for the period ended December 31, 2023 (the "Form 10-K") and Form 10-Q for the period ended March 31, 2024 (the "Form 10-Q", and together with the Form 10-K, the "Delinquent Reports"). On June 26, 2024, the Company received another letter from Nasdaq indicating that, based on its further review and the materials 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.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Number Description 10.1 Crude Salt Field Acquisition Agreement dated as of June 26, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang Qingshuibo Farm Co., LTD. 10.2 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Dingjia Zhuangzi village stock economic cooperative. 10.3 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Shanjia Zhuangzi village stock economic cooperative. 10.4 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang City Yangkou town Zhengjia Zhuangzi village stock economic cooperative. 10.5 Crude Salt Field Acquisition Agreement dated as of June 27, 2024, by and between Shouguang Hengde Salt Industry Co. Ltd and Shouguang city Yangkou town Renjia Zhuangzi village stock economic cooperative.

SIGNATURES

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: July 2, 2024

View Full Filing

View this 8-K filing on SEC EDGAR