8-K

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): February 4, 2015

Gulf Resources, Inc.

(Exact name of registrant as specified in charter)

Delaware

(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 City

Shouguang City, Shandong, 262700, P.R. 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))

Item 2.01 Completion of Acquisition or Disposition of Assets.

On February 4, 2015 (the “Closing Date”), Gulf Resources, Inc. (the “Company”) closed the transactions contemplated by the Acquisition Agreement (the “Agreement”) dated January 12, 2015 by and between the Company, Shouguang City Haoyuan Chemical Company Limited, a wholly owned subsidiary of the Company (“SCHC”) and Shouguang City Rongyuan Chemical Co, Ltd. (“SCRC”). Pursuant to the Agreement, SCHC acquired all rights, title and interest in and to all assets owned by SCRC, a leading manufacturer of materials for human and animal antibiotics in China and other parts of Asia.

Item 3.02 Unregistered Sales of Equity Securities.

On the Closing Date, the Company issued 7,268,011shares of GURE’s common stock, par value $0.0005 per share (the “Shares”), at a price of $2.00 per Share, to the four former equity owners of SCRC. The issuance of the Shares was exempt from registration pursuant to Regulation S of the Securities Act of 1933, as amended. On the Closing Date, GURE entered into a lock-up agreement with the four former equity owners of SCRC. In accordance with the terms of the lock-up agreement, attached hereto as Exhibit 10.1, the shareholders have agreed not to sell or transfer the Shares for five years from the date the stock certificates evidencing the Shares are issued.

Item 8.01.  Other Events.

On February 4, 2015, the Company issued a press release announcing the closing of the transactions contemplated by the Agreement. A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

In accordance with paragraph 9.01(a)(4) of Form 8-K, the Company will file an amendment to this Current Report on Form 8-K containing the financial statements required in Item 9.01(a) within the required 71 calendar days from the date that the initial report on Form 8-K was required to be filed in connection with the acquisition of SCRC.

(b) Pro Forma Financial Information

In accordance with paragraph 9.01(b)(2) of Form 8-K, the Company will file an amendment to this Current Report on Form 8-K containing the pro forma financial information required in Item 9.01(b) within the required 71 calendar days from the date that the initial report on Form 8-K was required to be filed in connection with the acquisition of SCRC.

(d) Exhibits

Exhibit Number	Description
10.1	Lock-Up Agreement, dated February 4, 2015
99.1	Press Release, dated February 4, 2015

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: February 5, 2015

EX-10.1

LOCK-UP AGREEMENT

THIS LOCK-UP AGREEMENT (this “Lock-Up Agreement”), dated as of February 4, 2015, by and among Gulf Resources, Inc., a Delaware corporation (the “Company”) and the undersigned shareholders (collectively, the “Shareholders”).

WHEREAS, the Shareholders are the registered holders of 7,268,011shares of the Company (the “Shares”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree:

Section 1.                     (a)            In connection with the acquisition of Shouguang City Rongyuan Chemical that was made to assist the Company with its future operations, the Company issued the Shares to the Shareholders who are confident with respect to the Company’s future growth.  As such, the Shareholders agree not, directly or indirectly, offer, sell, contract to sell, pledge, encumber, tender, assign or grant any option or warrant to purchase or otherwise dispose of or offer to dispose of (collectively, “Transfer”) the Shares for a period commencing on the date the stock certificates evidencing the Shares are issued to the Shareholders and ending on the fifth (5th) anniversary of the date of such issuances (the “Lock-up Period”), inclusive, without the prior written consent of the Company.

(b)            If (i) the Company issues an earnings release or material news, or a material event relating to the Company occurs, during the last 17 days of the Lock-up Period, or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event, unless the Company waives such extension.

(c)  For the purpose of effectuating this Lock-Up Agreement, the Shareholders hereby consent to the Company issuing a stop transfer instruction to its transfer agent in accordance with the terms of this Lock-Up Agreement. Any Transfer of Shares in violation of this Lock-Up Agreement by the Shareholders without the consent of the Company shall constitute a material breach of this Lock-Up Agreement.  The Shareholders acknowledge and agrees that the Shares may bear a legend regarding the restrictions set forth in this Section 1.

(d)           The Shareholders acknowledge that its breach or impending violation of any of the provisions of this Lock-Up Agreement may cause irreparable damage to the Company for which remedies at law would be inadequate. The Shareholders further acknowledge and agree that the provisions set forth herein are essential terms and conditions of the Lock-Up Agreement that the Company may seek to enforce in addition to any of its rights or remedies provided under any other agreement decree or order by any court of competent jurisdiction enjoining such impending or actual violation of any of such provisions. Such decree or order, to the extent appropriate, shall specifically enforce the full performance of any such provision by the Shareholders. This remedy shall be in addition to all other remedies available to the Company at law or equity.

Section 2.                      This Lock-Up Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns, and upon the Shareholders and their heirs, executors, administrators, legatees and legal representatives.

Section 3.                      Should any part of this Lock-Up Agreement, for any reason whatsoever, be declared invalid, illegal, or incapable of being enforced in whole or in part, such decision shall not affect the validity of any remaining portion, which remaining portion shall remain in full force and effect as if this Lock-Up Agreement had been executed with the invalid portion thereof eliminated, and it is hereby declared the intention of the parties hereto that they would have executed the remaining portion of this Lock-Up Agreement without including therein any portion which may for any reason be declared invalid.

Section 4.                      This Lock-Up Agreement shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed in such State without application of the principles of conflicts of laws of such State.

Section 5.                      This Lock-Up Agreement and all rights hereunder are personal to the parties and shall not be assignable, and any purported assignment in violation thereof shall be null and void.

Section 6.                      (a)           All notices, requests, demands and other communications to any party hereunder shall be in writing and shall be given to such party at its address or telecopier number set forth on the signature page hereto, or such other address or telecopier number as such party may hereinafter specify by notice to each other party hereto.

(b)           Each notice, request or other communication shall be effective (i) if given by telecopy, when such telecopy is transmitted to the telecopy number specified herein and a confirmation of the telecopy being sent is received or, (ii) if given by certified mail, 72 hours after such communication is deposited in the mails with first class and certified postage prepaid, properly addressed or, (iii) if given by any other means, when delivered at the address specified on the signature page hereto.

Section 7.                      The failure of either party to insist upon the strict performance of any of the terms, conditions and provisions of this Lock-Up Agreement shall not be construed as a waiver or relinquishment of future compliance therewith, and said terms, conditions and provisions shall remain in full force and effect. No waiver of any term or any condition of this Lock-Up Agreement on the part of either party shall be effective for any purpose whatsoever unless such waiver is in writing and signed by such party.

[signature page follows]

IN WITNESS WHEREOF, the parties hereto have executed this Lock-Up Agreement as of the day and year first written above.

COMPANY:

GULF RESOURCES, INC.

By:    _______________________________

Name:

Title:

Address:

Fascimile:

SHAREHOLDERS:

_______________________________

Name:

Address:

Facsimile:

_______________________________

Name:

Address:

Facsimile:

_______________________________

Name:

Address:

Facsimile:

_______________________________

Name:

Address:

Facsimile:

EX-99.1

Gulf Resources Announced the Closing of Equity Interest Transfer Agreement With Shouguang City Rongyuan Chemical Co., Ltd. and Enters Into a Five Year Lock Up Agreement With SCRC's Former Shareholders

SHOUGUANG, China, Feb. 4, 2015 (GLOBE NEWSWIRE) -- Gulf Resources, Inc. (Nasdaq:GURE) ("Gulf Resources" or the "Company" or "GURE"), a leading manufacturer of bromine, crude salt and specialty chemical products in China, today announced that the Company has closed the Equity Interest Transfer Agreement with Shouguang City Rongyuan Chemical Co., Ltd ("SCRC"), and entered into a five year lock up agreement with the four former equity owners of SCRC for the 7,268,011 shares in GURE to be received by them in connection with the transaction.

The Equity Interest Transfer Agreement was approved by the regulatory authorities in China and updates have been made to the register of members, and it has been registered and filed with relevant industrial and commercial bureaus in China on February 4, 2015. Based on the agreement, GURE will issue 7,268,011 shares of GURE's common stock at a price of $2.00 per share to the former equity owners of SCRC by February 10, 2015.

At time of the closing of the transaction, GURE entered into a lock-up agreement with the four former equity owners of SCRC who are confident with respect to the Company's future growth. The shareholders have agreed not to sell or transfer their shares for five years from the date of the stock certificates evidencing their shares.

The Company's CEO Xiaobin Liu Stated, "the closing of this transaction will lead Gulf Resources into a downstream business that we believe will help GURE increase its profit margins, improve its return on investment, produce more consistent and reliable earnings and lessen our dependence on the economically sensitive bromine industry. Entering into the lock-up agreement will provide our shareholders with security that the shares held by the former owners of SCRC will not disrupt the market. With this acquisition and our new discovery of natural gas in Sichuan, we are very excited about the opportunities that lie ahead of us and believe we are on the right path to significantly increase shareholder value and company's bright future."

About Gulf Resources, Inc.

Gulf Resources, Inc. operates through two wholly-owned subsidiaries, Shouguang City HaoyuanChemical Company Limited ("SCHC") and Shouguang Yuxin Chemical Industry Co., Limited ("SYCI"). 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. 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

beishengrong@vip.163.com

IR Manager

Max Ma

Max_vx@163.com