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): January 27, 2020

 

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 Shouguang City, Shandong, 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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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   NASDAQ Global Select Market

 

 

 

 

Item 3.03 Material Modifications to Rights of Security Holders

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On January 27, 2020, the Certificate of Amendment to our Articles of Incorporation (the “Amendment”) we filed with the Secretary of State of Nevada to effect a one-for-five reverse stock split of our common stock (the “Common Stock”) became effective. Upon effectiveness, each five shares of issued and outstanding Common Stock were converted into one newly issued and outstanding share of Common Stock. No fractional shares were issued in connection with the reverse stock split. Any fractional shares of Common Stock that would have otherwise resulted from the reverse stock split will be rounded up to the nearest full share. A copy of the Amendment is attached to this current report on Form 8-K as Exhibit 3.1. The above summary is qualified in its entirety by reference to the full text of the Amendment. In addition, a copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d)    Exhibits 

 

     
Exhibit No.   Description
3.1   Certificate of Amendment to Articles of Incorporation
99.1   Press Release, dated January 27, 2020

 

 

 

 

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: January 28, 2020

 

 

 

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

OF 

GULF RESOURCES, INC.

 

Article 3 of the Articles of Incorporation of the corporation is hereby amended by adding the following new paragraph at the end of Article 3:

 

On January 27, 2020, all shares of common stock, par value $0.0005 per share, of the corporation (the “Pre-Reverse Split Stock”), issued and outstanding as of such date, shall be and hereby are automatically combined and reclassified (the “Reverse Stock Split”), such that each Five (5) shares of Pre-Reverse Split Stock shall be combined and reclassified into one (1) validly issued, fully paid and non-assessable share of the corporation’s common stock, par value $0.0005 per share (the “New Common Stock”), without any action by the holders thereof. The corporation shall not issue fractional shares of New Common Stock in connection with the Reverse Stock Split. Each stockholder entitled to receive a fractional share of New Common Stock as a result of the Reverse Stock Split shall receive such additional fractions of a share as is necessary to increase such fractional shares to a full share. The Reverse Stock Split shall have no effect on the number of authorized stock of the corporation.

 

 

 

Exhibit 99.1

 

 

Gulf Resources, Inc. Announces 1-for-5 Reverse Stock Split

 

Shandong, China, January 27, 2020 (GLOBE NEWSWIRE) -- Gulf Resources, Inc. (Nasdaq:GURE) ("Gulf Resources" or the "Company"), a leading manufacturer of bromine, crude salt and specialty chemical products in China in, today announced a 1-for-5 reverse stock split of its issued and outstanding shares of common stock, which is expected be effective for trading purposes as of the commencement of trading on Tuesday, January 28, 2020.

 

The reverse stock split is intended to increase the per share trading price of the Company’s common stock to satisfy the $1.00 minimum bid price requirement for continued listing on The NASDAQ Global Select Market. Trading of the Company’s common stock on The NASDAQ Global Select Market will continue, on a post-split basis, with the opening of the markets on Tuesday, January 28, 2020, under the existing trading symbol “GURE” under the new CUSIP # 40251W 408. The reverse stock split reduces the number of shares of the Company’s common stock outstanding from approximately 47.5 million shares of common stock pre-reverse split to approximately 9.5 million shares of common stock post-reverse split.

 

The number of authorized shares of common stock and the par value per share will remain unchanged. As a result of the reverse stock split, every 5 shares of the Company’s pre-reverse split common stock will be combined and reclassified into 1 share of common stock. The number of outstanding options will be adjusted accordingly, with outstanding options being reduced from approximately 0.68 million to approximately 0.14 million. No fractional shares will be issued in connection with the reverse stock split. Stockholders who would otherwise hold a fractional share of common stock will receive an increase to their common stock as the common stock will be rounded up to a full share.

 

“Management and the Board of Directors agree that it is favorable for investors that Gulf Resources’ shares continue to trade on the NASDAQ Global Select Market and this reverse split will fulfill the minimum share price requirement for continued listing,” said Xiaobin Liu, Chief Executive Officer of Gulf Resources, Inc.

 

Shareholders whose shares are in electronic form at brokerage firms do not require action, as the effect of the reverse stock split will automatically be reflected in their brokerage accounts. The Company’s transfer agent will update its books and records to reflect the reverse stock split. All book-entry and other electronic positions representing issued and outstanding shares of the common stock will be automatically adjusted. No action is required by the Company’s shareholders in connection with the reverse stock split.

 

About Gulf Resources, Inc.

 

Gulf Resources, Inc. operates through three wholly-owned subsidiaries, Shouguang City Haoyuan Chemical Company Limited ("SCHC"), Shouguang Yuxin Chemical Industry Co., Limited ("SYCI"), and Daying County Haoyuan Chemical Company Limited (“DCHC”). The company believes that it is one of the largest producers of bromine in China. Elemental Bromine is used to manufacture a wide variety of compounds utilized in industry and agriculture. Through SYCI, the Company manufactures chemical products utilized in a variety of applications, including oil and gas field explorations and papermaking chemical agents, and materials for human and animal antibiotics. DCHC was established to further explore and develop natural gas and brine resources (including bromine and crude salt) in China. For more information, visit www.gulfresourcesinc.com.

 

 

 

 

Forward-Looking Statements

 

Certain statements in this news release contain forward-looking information about Gulf Resources and its subsidiaries business and products within the meaning of Rule 175 under the Securities Act of 1933 and Rule 3b-6 under the Securities Exchange Act of 1934, and are subject to the safe harbor created by those rules. The actual results may differ materially depending on a number of risk factors including, but not limited to, the general economic and business conditions in the PRC, future product development and production capabilities, shipments to end customers, market acceptance of new and existing products, additional competition from existing and new competitors for bromine and other oilfield and power production chemicals, changes in technology, the ability to make future bromine asset purchases, and various other factors beyond its control. All forward-looking statements are expressly qualified in their entirety by this Cautionary Statement and the risks factors detailed in the company's reports filed with the Securities and Exchange Commission. Gulf Resources undertakes no duty to revise or update any forward-looking statements to reflect events or circumstances after the date of this release.

 

 

 

CONTACT: Gulf Resources, Inc.

 

 

 

Web: http://www.gulfresourcesinc.com

 

Director of Investor Relations

 

Helen Xu (Haiyan Xu)

 

beishengrong@vip.163.com