ReTo Eco-Solutions, Inc. SEC filings document the disclosure record of a British Virgin Islands foreign private issuer with Class A shares traded under RETO. Its Form 6-K reports cover material-event disclosures, annual meeting and proxy materials, capital-structure actions such as share combinations, and incorporation of reports into registration statements.
The filings also disclose financing and securities purchase arrangements, standstill agreements, material agreements, shareholder voting matters, interim consolidated financial statements, and management discussion of operating results. These records connect ReTo's public-company reporting to its ecological equipment, intelligent equipment, and expanded craft beer machine and distribution activities.
ReTo Eco-Solutions, Inc. (RETO) closed an over-allotment offering on September 25, 2026, comprising 550,000 Class A Shares at $1.50 per share and 550,000 warrants with a $2.75 exercise price. Certain investors exercised the additional-purchase option on September 24.
The initial registered direct offering closed September 18 and comprised 10,000,000 Class A Shares and 10,000,000 warrants on the same purchase-price and exercise-price terms. The prospectus supplement registered the entire Over-Allotment Option, including 10,000,000 Class A Shares, 10,000,000 Warrants and up to 90,000,000 Warrant Shares; these registered amounts are distinct from the 550,000 shares and warrants issued in the completed over-allotment offering. Each investor had a right, but not an obligation, to make additional purchases during the 10 calendar-day period immediately following the September 17 agreement, subject to a $15,000,000 aggregate cap, pro rata allocation based on initial purchases and a per-investor limit of $1,000,000 in aggregate purchase price on any single trading day.
ReTo Eco-Solutions, Inc. (RETO) is offering 10,000,000 Class A Shares and up to 10,000,000 warrants, and registering up to 90,000,000 Class A Shares issuable upon warrant exercise. The shares are priced at $1.50 each; warrants have a $2.75 exercise price, are immediately exercisable and expire one year after the initial exercise date. If the Low Price equals the $0.50 Floor Price and holders exercise all warrants through the zero price exercise feature, up to 90,000,000 shares could be issued; the company does not expect cash proceeds from warrant exercises.
ReTo estimates approximately $13.785 million in net proceeds from the Over-Allotment Closing after placement fees and estimated offering expenses, primarily for working capital and general corporate purposes. The exclusive placement agent receives a 7.0% fee on gross proceeds, and expense reimbursement is capped at $50,000.
ReTo is a BVI holding company conducting substantially all operations through PRC subsidiaries; purchasers receive ReTo shares rather than direct ownership in those operating entities. The company does not expect to pay dividends in the foreseeable future, and the warrants have no established public trading market.
ReTo Eco-Solutions, Inc. (RETO) entered securities purchase agreements with institutional investors for a registered direct offering of 10,000,000 Class A shares at $1.50 per share and 10,000,000 warrants with an exercise price of $2.75 per share. The company expects $15,000,000 in gross proceeds before fees, with Univest Securities, LLC acting as placement agent on a reasonable best efforts basis. The warrants are immediately exercisable for one year, support cashless exercise, and include a zero exercise price option under which up to 90,000,000 Class A shares may be issued in aggregate. Investors also have a 10‑day additional purchase right to buy up to $15,000,000 of the same securities on identical terms, subject to allocation caps.
ReTo Eco-Solutions, Inc. (RETO) is conducting a shelf takedown offering of 10,000,000 Class A Shares at $1.50 per share and 10,000,000 warrants, each initially exercisable at $2.75 for Class A Shares. The company is also registering up to 90,000,000 Class A Shares issuable upon warrant exercise, including via a “zero price exercise” feature that can deliver more shares when the market price is below the exercise price, subject to a $0.50 Floor Price. Gross proceeds are $15,000,000, with estimated net proceeds of $13,785,000 after a 7.0% placement fee and expenses, to be used primarily for working capital and general corporate purposes. Class A Shares outstanding were 39,348,309 before this offering, and the company warns that warrant exercises could significantly increase share count and dilute existing holders. ReTo highlights extensive PRC legal, regulatory, cash-transfer and HFCAA-related risks because virtually all operations are in mainland China while investors hold equity only in the BVI holding company.
ReTo Eco-Solutions entered into a Securities Purchase Agreement with an institutional investor allowing it to request pre-paid purchases of up to $36,000,000 in cash over a two-year commitment period. Each pre-paid purchase is recorded at 106% of the cash funded, creating a potential maximum outstanding balance of $38,160,000. An initial pre-paid purchase of $3,498,000 (including $3,300,000 in cash and a $198,000 original issue discount) was funded on August 7, 2026.
The outstanding balance bears 7% annual interest, rising to 18% upon specified events of default, and must be fully settled by the maturity date two years after the effective date. The company may settle by issuing Class A Shares and/or by making cash prepayments at 120% of the outstanding balance being repaid. When settling in shares, the price per share equals 50% of either the effective-date closing price or the lowest closing price over the prior 180 trading days, subject to a $0.10 floor, with shares issued under the existing Form F-3 shelf via a concurrent prospectus supplement. Univest Securities will act as placement agent, earning a 5% cash fee on gross proceeds and up to $50,000 in reimbursed expenses.
ReTo Eco-Solutions, Inc. is establishing a prepaid equity financing with Mapie Wind Limited, registering up to $38,160,000 of Class A Shares under its existing $300 million shelf. Under a Securities Purchase Agreement, ReTo may draw up to $36,000,000 in cash over two years through “Pre-Paid Purchases,” each booked at 106% of cash funded, creating a 6% original issue discount and a maximum Outstanding Pre-Paid Amount of $38,160,000. ReTo can later issue Class A Shares to Mapie to offset this balance at the lower of 50% of the closing price on the agreement date or 50% of the lowest closing price over the prior 180 trading days, subject to a $0.10 per-share floor. The outstanding balance bears 7% annual interest, rising to 18% upon specified defaults, and must be settled within two years through shares and/or cash prepayment at 120% of the balance. ReTo has already received an initial $3.3 million in cash, creating a $3,498,000 Outstanding Pre-Paid Amount. The company highlights substantial legal and regulatory risks tied to operating primarily in China, HFCAA-related delisting risk, constraints on dividend payments from PRC subsidiaries, and states it does not expect to pay dividends in the foreseeable future.
ReTo Eco-Solutions, Inc. files Amendment No. 1 to its Form F-3 registration statement. The amendment is an exhibit-only filing that adds the Consent of Assentsure PAC (Exhibit 23.4) and includes the facing page, Part II, signature page, exhibit index, and Exhibit 23.4. The prospectus in Part I is unchanged.
ReTo Eco-Solutions, Inc. filed a Form F-3 shelf registration to offer up to US$300,000,000 of Class A Shares, debt securities, warrants, rights or units from time to time. The registration relies on Form F-3 General Instruction I.B.1. and notes a Nasdaq listing under the symbol RETO.
The prospectus discloses that as of June 24, 2026 there were 32,879,362 Class A Shares held by non-affiliates (public float approximately $97,322,911) and states offering activity will be described in prospectus supplements. The filing highlights China-related operational, regulatory and cash-transfer risks, references the HFCAA/PCAOB inspection background, and summarizes recent corporate transactions including a June 2026 PIPE.