Gulf Resources, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

	For the quarterly period ended September 30, 2025

	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)

Nevada		13-3637458
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Level 11,Vegetable Building, Industrial Park of the East City, Shouguang City, Shandong, China		262700
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +86 (536) 567-0008

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

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 submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant 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 smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

As of November 18, 2025, the registrant had outstanding 1,382,114 shares of common stock, excluding 28,583 shares of treasury stock.

Table of Contents

Part I – Financial Information
Item 1. Financial Statements	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3. Quantitative and Qualitative Disclosures about Market Risk	33
Item 4. Controls and Procedures	34
Part II – Other Information
Item 1. Legal Proceedings	34
Item 1A. Risk Factors	35
Item 2. Unregistered Sale of Equity Securities and Use of Proceeds	42
Item 3. Defaults Upon Senior Securities	42
Item 4. Mine Safety Disclosures	42
Item 5. Other Information	42
Item 6. Exhibits	42
Signatures	43

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Expressed in U.S. dollars)

(UNAUDITED)

	September 30, 2025 Unaudited			December 31, 2024 Audited
Current Assets
Cash	$	5,820,083		$	10,075,162
Accounts receivable ,net		3,422,564			564,523
Inventories, net		482,712			315,371
Prepayments and deposits		5,916,171			6,376,656
Amount due from related parties		25,333			25,040
Other receivable		2,222			94,074
Total Current Assets		15,669,085			17,450,826
Non-Current Assets
Property, plant and equipment, net		109,911,438			136,143,177
Finance lease right-of use assets		73,959			76,868
Operating lease right-of-use assets		5,847,348			6,169,855
Prepaid land leases, net of current portion		405,717			9,615,269
Deferred tax assets ,net		—			—
Total non-current assets		116,238,462			152,005,169
Total Assets	$	131,907,547		$	169,455,995

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	12,183,011		$	14,323,458
Accrued liabilities		968,113			—
Taxes payable-current		635,558			113,999
Amount due to related parties		2,597,963			2,584,808
Finance lease liability, current portion		208,212			217,743
Operating lease liabilities, current portion		518,214			491,850
Total Current Liabilities		17,111,071			17,731,858
Non-Current Liabilities
Finance lease liability, net of current portion		898,504			1,075,865
Operating lease liabilities, net of current portion		6,436,276			6,941,602
Total Non-Current Liabilities		7,334,780			8,017,467
Total Liabilities	$	24,445,851		$	25,749,325

Commitment and Loss Contingencies	$	—		$	—

Stockholders’ Equity
PREFERRED STOCK; $0.001 par value; 1,000,000 shares authorized; none outstanding	$	—		$	—
COMMON STOCK; $0.0005 par value; 80,000,000 shares authorized; 1,382,114 and 1,120,145 shares issued; and 1,353,531 and 1,091,562 shares outstanding as of September 30, 2025 and December 31, 2024, respectively (1)		691			560
Treasury stock; 28,583 shares as of September 30, 2025 and December 31, 2024 at cost		(1,372,673	)		(1,372,673	)
Additional paid-in capital		105,192,535			101,712,325
Share to be issued		—			194,700
Retained earnings unappropriated		(3,708,985	)		37,358,804
Retained earnings appropriated		26,667,097			26,667,097
Accumulated other comprehensive loss		(19,316,969	)		(20,854,143	)
Total Stockholders’ Equity		107,461,696			143,706,670
Total Liabilities and Stockholders’ Equity	$	131,907,547		$	169,455,995

(1) The shares and per share data are presented on a retroactive basis to reflect the stock split.

See accompanying notes to the condensed consolidated financial statements.

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Expressed in U.S. dollars)

(UNAUDITED)


	Three-Month Period Ended September 30,						Nine -Month Period Ended September 30,
	2025			2024			2025			2024

NET REVENUE	$	9,044,581		$	2,242,365		$	18,992,813		$	5,932,596

OPERATING COSTS AND EXPENSES
Cost of net revenue		(7,996,785	)		(4,071,616	)		(16,948,185	)		(11,303,519	)
Sales and marketing expenses		(16,013	)		(13,484	)		(35,868	)		(31,608	)
Direct labor and factory overheads incurred during plant shutdown		(580,178	)		(1,736,345	)		(4,533,760	)		(7,185,537	)
General and administrative expenses		(785,533	)		(1,002,529	)		(3,169,821	)		(2,409,957	)
TOTAL OPERATING COSTS AND EXPENSE		(9,378,509	)		(6,823,974	)		(24,687,634	)		(20,930,621	)

LOSS FROM OPERATIONS		(333,928	)		(4,581,609	)		(5,694,821	)		(14,998,025	)

OTHER INCOME (EXPENSE)
Interest expense		(18,184	)		(21,191	)		(61,580	)		(70,835	)
Interest income		978			6,220			5,202			77,071
Other expense, net		(3,521,613	)		—			(3,524,825	)		(4,003	)
Loss on disposal of long-lived assets		(2,008,853	)		—			(2,008,853	)		(29,169,008	)
Impairment of long-lived assets		(29,782,912	)		—			(29,782,912	)		—
LOSS BEFORE TAXES		(35,664,512	)		(4,596,580	)		(41,067,789	)		(44,164,800	)

INCOME TAX BENEFIT (EXPENSE)		—			1,103,697			—			3,581,867
NET LOSS	$	(35,664,512	)	$	(3,492,883	)	$	(41,067,789	)	$	(40,582,933	)

COMPREHENSIVE LOSS
NET LOSS	$	(35,664,512	)	$	(3,492,883	)	$	(41,067,789	)	$	(40,582,933	)
OTHER COMPREHENSIVE (LOSS) INCOME
- Foreign currency translation adjustments		911,383			3,102,876			1,537,174			1,859,755
TOTAL COMPREHENSIVE LOSS	$	(34,753,129	)	$	(390,007	)	$	(39,530,615	)	$	(38,723,178	)

BASIC AND DILUTED LOSS PER SHARE(1):	$	(26.35	)	$	(3.20	)	$	(31.62	)	$	(37.18	)

BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF SHARES(1):		1,353,532			1,091,562			1,298,766			1,091,562

(1) The shares and per share data are presented on a retroactive basis to reflect the stock split.

See accompanying notes to the condensed consolidated financial statements.

GULF RESOURCES, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2025

(Expressed in U.S. dollars)


	Common stock																		Accumulated
	Number		Number		Number							Additional		Retained			Retained		other
	of shares		of shares		of treasury				Treasury			paid-in		earnings			earnings		comprehensive
	issued(1)		outstanding(1)		stock(1)		Amount(1)		stock(1)			capital(1)		unappropriated			appropriated		Income(loss)			Total

BALANCE AT JUNE 30, 2025 (Unaudited)		1,382,114		1,353,531		28,583		691		(1,372,673	)		105,192,535	$	31,955,527		$	26,667,097	$	(20,228,352	)	$	142,214,825
Translation adjustment		—		—		—		—		—			—		—			—		911,383			911,383
Net loss for three-month period ended September 30, 2025		—		—		—		—		—			—		(35,664,512	)		—		—			(35,664,512	)
BALANCE AT SEPTEMBER 30, 2025 (Unaudited)		1,382,114		1,353,531		28,583		691		(1,372,673	)		105,192,535	$	(3,708,985	)	$	26,667,097	$	(19,316,969	)	$	107,461,696


	Common stock																		Accumulated
	Number		Number		Number							Additional		Retained			Retained		other
	of shares		of shares		of treasury				Treasury			paid-in		earnings			earnings		comprehensive
	issued(1)		outstanding(1)		stock(1)		Amount(1)		stock(1)			capital(1)		unappropriated			appropriated		Income(loss)			Total

BALANCE AT JUNE 30, 2024 (Unaudited)		1,120,145		1,091,562		28,583		560		(1,372,673	)		101,712,325	$	59,204,206		$	26,667,097	$	(19,296,390	)	$	166,915,125
Translation adjustment		—		—		—		—		—			—		—			—		3,102,876			3,102,876
Net income for three-month period ended September 30, 2024		—		—		—		—		—			—		(3,492,883	)		—		—			(3,492,883	)
BALANCE AT SEPTEMBER 30, 2024 (Unaudited)		1,120,145		1,091,562		28,583		560		(1,372,673	)		101,712,325	$	55,711,323		$	26,667,097	$	(16,193,514	)	$	166,525,118


	Common stock																				Accumulated
	Number		Number		Number										Additional		Retained		Retained		other
	of shares		of shares		of treasury				Treasury			Share to be			paid-in		earnings		earnings		comprehensive
	issued(1)		outstanding(1)		stock(1)		Amount(1)		stock(1)			issued(1)			capital(1)		unappropriated		appropriated		Income(loss)			Total

BALANCE AT DECEMBER 31, 2024 (Audited)		1,120,145		1,091,562		28,583		560		(1,372,673	)		194,700			101,712,325	$	37,358,804	$	26,667,097	$	(20,854,143	)	$	143,706,670
Restricted shares issued for services		56,000		56,000		—		28		—			(194,700	)		390,772		—		—		—			196,100
Acquisition of Assets		205,969		205,969		—		103		—			—			3,089,438		—		—		—			3,089,541
Currency translation adjustment		—		—		—		—		—			—			—		—		—		1,537,174			1,537,174
Net loss for nine-month period ended September 30, 2025		—		—		—		—		—			—			—		(41,

SEC Form 10-Q filed by Gulf Resources Inc. (NV)