ReTo Eco-Solutions, Inc. Announces Pricing of $15 Million Registered Direct Offering

ReTo Eco-Solutions raises up to $15 million via a registered direct offering with attached warrants and an additional investor purchase right.

Rhea-AI Summary

ReTo Eco-Solutions (RETO) priced a registered direct offering of 10,000,000 Class A shares at $1.50 per share for expected gross proceeds of about $15 million before fees and expenses.

The company will also issue 10,000,000 warrants to the same institutional investors, exercisable at $2.75 per share, immediately upon issuance, with a 1-year term. Each warrant includes a zero cash exercise option that permits the holder to acquire up to 9 Class A shares. Investors receive an additional purchase right to acquire up to $15 million of securities on the same terms during the 10-day period after pricing. The offering is expected to close on or about September 18, 2026, subject to customary closing conditions, with Univest Securities acting as sole placement agent.

Positive

• Registered direct offering expected to raise approximately $15 million in gross proceeds
• Investors granted additional purchase right for up to $15 million of securities within 10 days on same terms

Negative

• Issuance of 10,000,000 new shares implies equity dilution for existing shareholders
• Issuance of 10,000,000 warrants with up to 9 shares per warrant adds potential future dilution

News Explained

Closing remains pending, while the agreed shares and immediately exercisable warrants would dilute existing ownership if issued.

The offering is priced and covered by securities purchase agreements but is not yet closed; if completed, RETO would issue 10,000,000 Class A shares and 10,000,000 warrants.

A registered direct is a negotiated sale to selected investors, here institutional investors. Issuing the agreed shares would increase the total share count and reduce existing holders’ percentage ownership absent offsetting changes. The warrants would be immediately exercisable upon issuance, and each could provide up to 9 additional Class A shares, creating further potential dilution. The separately stated $15 million purchase right is available for 10 days after pricing and is not part of the currently agreed issuance.

The next checkpoints are the expected September 18, 2026 closing, which remains subject to customary conditions, and the final prospectus supplement, which states the final terms of the specific offering.

Argus 15 min delay

-64.88% vs previous close $0.65 last price 27789.7x rel. volume Open Argus

Details

Market Reaction – RETO

-6.5% Trough in 0 min

$0.48 $3.53 Day Range

$5.47M Market Cap

Following this news, RETO has declined 64.88%, reflecting a significant negative market reaction. Argus tracked a trough of -6.5% from its starting point during tracking. Our momentum scanner has triggered 111 alerts so far, indicating very high trading interest and price volatility. The stock is currently trading at $0.65. Trading volume is exceptionally heavy at 27789.7x the average, suggesting significant selling pressure.

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Market Context

The stock is dropping -64.9% following this news. RETO's pre-headline price had declined 34.29% on t...

Analysis

The stock is dropping -64.9% following this news. RETO's pre-headline price had declined 34.29% on the prior daily close, while the announced registered direct offering added new shares and warrants to that existing market backdrop.

Key Figures

Offering proceeds: $15 million Class A shares: 10,000,000 shares Share purchase price: $1.5 per share +5 more

Offering proceeds

$15 million

Aggregate gross proceeds before fees and expenses

Class A shares

10,000,000 shares

Registered direct offering at $1.5 per share

Share purchase price

$1.5 per share

Registered direct offering

Warrants

10,000,000 warrants

Issued to the same investors with the shares

Warrant exercise price

$2.75 per share

Warrants exercisable immediately for a 1-year term

Zero cash exercise

Up to 9 Class A shares per warrant

Each warrant includes a zero cash exercise option

Additional purchase right

$15 million

Securities purchasable on the same terms during the 10-day period after pricing

Expected closing

September 18, 2026

Subject to customary closing conditions

Key Terms

registered direct offering, warrants, zero cash exercise option, shelf registration statement, +1 more

5 terms

registered direct offering financial

"at a purchase price of $1.5 per share in a registered direct offering."

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

warrants financial

"The Company also agreed to issue to the same investors 10,000,000 warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

zero cash exercise option financial

"Each warrant has a zero cash exercise option permitting the holder"

A zero cash exercise option lets a holder convert an option into shares without handing over money by surrendering a portion of the newly issued shares to cover the cost and any taxes, like getting an item by returning part of it instead of paying cash. For investors this matters because it changes how many new shares actually enter the market and whether a company needs cash to fulfill the grant, affecting ownership percentages and per-share metrics.

shelf registration statement regulatory

"being made pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form f-3 regulatory

"a shelf registration statement on Form F-3, as amended"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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BEIJING, Sept. 17, 2026 /PRNewswire/ -- ReTo Eco-Solutions, Inc. (NASDAQ: RETO) ("ReTo" or the "Company"), a manufacturer and distributor of eco-friendly construction materials and intelligent equipment in China, today announced that it has entered into securities purchase agreements with certain institutional investors an aggregate of 10,000,000 of the Company's Class A shares, no par value each, (the "Shares") at a purchase price of $1.5 per share in a registered direct offering.

The Company also agreed to issue to the same investors 10,000,000 warrants (the "Warrants") with an exercise price of $2.75 per share. The Warrants will be immediately exercisable upon issuance and have a 1-year term from the date of issuance. Each warrant has a zero cash exercise option permitting the holder to acquire up to 9 Class A shares.

The aggregate gross proceeds to the Company of this offering are expected to be approximately $15 million, before deducting placement agent fees and other offering expenses payable by the Company. Investors will have an additional purchase right to acquire up to $15 million of securities on the same terms and conditions for during the 10 day period after pricing.The offering is expected to close on or about September 18, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3, as amended (File No. 333-297016) previously filed by the Company with the U.S. Securities and Exchange Commission ("SEC") and became effective on July 8, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About ReTo Eco-Solutions, Inc.

ReTo Eco-Solutions, Inc. (Nasdaq: RETO) is a Nasdaq-listed company focused on the research, development, manufacturing, and sales of eco-friendly construction materials (using mining waste and fly-ash), environmental protection equipment, and intelligent equipment. The Company also provides consultation, design, implementation, installation, engineering support, and technical services. For more information, please visit: http://en.retoeco.com.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "potential," "continue," "is/are likely to" or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company's registration statement and in its other filings with the U.S. Securities and Exchange Commission.

View original content:https://www.prnewswire.com/news-releases/reto-eco-solutions-inc-announces-pricing-of-15-million-registered-direct-offering-302882062.html

SOURCE ReTo Eco-Solutions, Inc.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What are the key terms of the warrants issued in ReTo Eco-Solutions' offering?

The company will issue 10,000,000 warrants to the offering investors. The warrants are immediately exercisable upon issuance, have a $2.75 per share exercise price, and a 1-year term from the date of issuance. Each warrant includes a zero cash exercise option that permits the holder to acquire up to 9 Class A shares.

What additional purchase right do investors receive in this ReTo Eco-Solutions financing?

Investors will have an additional purchase right to acquire up to $15 million of securities on the same terms and conditions as the initial offering during the 10-day period after pricing.

When is the ReTo Eco-Solutions registered direct offering expected to close?

The offering is expected to close on or about September 18, 2026, subject to the satisfaction of customary closing conditions.

Under what registration statement is ReTo Eco-Solutions conducting this offering?

The registered direct offering is being made pursuant to a shelf registration statement on Form F-3, as amended, File No. 333-297016, which became effective on July 8, 2026.

How can investors obtain the final prospectus supplement for ReTo Eco-Solutions' offering?

A final prospectus supplement and accompanying prospectus will be filed with the U.S. Securities and Exchange Commission and will be available on the SEC's website at http://www.sec.gov. Electronic copies, when available, may also be obtained by contacting Univest Securities, LLC at info@univest.us or by calling +1 (212) 343-8888.