海湾资源 2025年度报告

FORM 10-K/A (Amendment No. 1) (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________________ to __________________ Commission file number 001-34499 Gulf Resources Inc.(Exact name of registrant as specified in its charter) Nevada13-3637458(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.) Level 11, Vegetable Building, Industrial Park of the East Shouguang City,Shandong, China262700(Address of principal executive offices)(Zip Code) +86 (536) 567-0008Registrant’s telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: Title of each classTradingSymbol (s)Name of each exchange on which registeredCommon Stock, $0.0005 par valueGURENASDAQ Global Select Market Securities registered pursuant to section 12(g) of the Act:None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically, every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒Emerging Growth Company☐ Accelerated filer☐Smaller reporting company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2024, the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrantwas approximately $8.0 million based upon a closing sale price of $1.03 on June 28, 2024. As of April 10, 2025, the Registrant had outstanding 11,346,618 shares of common stock, excluding 285,830 shares of common stockof treasury stock. DOCUMENTS INCORPORATED BY REFERENCE: None. EXPLANATORY NOTE This amendment no.1 (the “Amendment”) to annual report on Form 10-K is being filed by Gulf Resources Inc. (“the Company”, “we”,“our”, or “us”) to amend the annual report on Form 10-K for the year ended for the year ended December 31, 2024, originally filedwith the Securities and Exchange Commission (“SEC”) on April 11, 2025 (“Form 10-K”). This Amendment is being filed in responseto comment letters dated July 21, 2025, September 16, 2025, January 28, 2026 and May 20, 2026 (collectively, the “SEC CommentLetter”) received from the staff of the SEC and relates to matters discussed in the SEC Comment Letter and in the Company’sresponses dated August 28, 2025, November 13, 2025, April 30, 2026 and June 1, 2026. Item 1 and Item 1A of Part I in the Form 10-Kare amended by this Amendment to reflect additional information and revised disclosure requested in the SEC Comment Letterregarding recent regulatory develo