Form 8-K

8-K — GULF RESOURCES, INC.

Accession: 0001193805-26-000401

Filed: 2026-04-02

Period: 2026-04-02

CIK: 0000885462

SIC: 2800 (CHEMICALS & ALLIED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Financial Statements and Exhibits

Documents

8-K — e665323_8k-gulfresources.htm (Primary)

EX-10.1 (e665323_ex10-1.htm)

EX-10.2 (e665323_ex10-2.htm)

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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):

April 2, 2026

Gulf Resources, Inc.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

000-20936

13-3637458

(Commission File Number)

(IRS Employer Identification No.)

Level 11, Vegetable Building,

Industrial Park of the East City

Shouguang City, Shandong

Province 262700

The People’s Republic

of China

_______________________________________________________________

(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

The Nasdaq Stock Market LLC

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.

Exhibit No.

Description

10.1

Form of Private Placement Agreement, dated January [*], 2026, by and between the Company and the Private Placement Purchaser

10.2

Form of Private Placement Agreement, dated March [*], 2026, by and between the Company and the Private Placement Purchaser

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

EX-10.1

Filename: e665323_ex10-1.htm · Sequence: 2

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

EX-10.2

Filename: e665323_ex10-2.htm · Sequence: 3

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

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