Every 424B that ReTo Eco-Solutions, Inc. (RETO) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow RETO and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full RETO filings page.
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) 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, 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 launched a primary offering of 1,373,625 Class A Shares at $1.04 per share, for aggregate gross proceeds of $1,428,571 pursuant to a securities purchase agreement. The shares trade on Nasdaq as “RETO.”
The company expects approximately $1,397,571 in net proceeds and plans to use the funds to develop and commercialize projects, support business growth, provide working capital, and for general corporate purposes. Shares outstanding were 7,827,491 before the transaction and are expected to be 9,201,116 after the offering.
Within the prior 12 months, the company offered and sold $8,062,315 of Class A Shares. Based on a highest closing sale price of $2.20 within 60 days and 7,827,491 Class A Shares held by non-affiliates as of the supplement date, the company states it may sell up to $17,220,480 under the shelf limitations. The offering is made directly to investors without an underwriter. The prospectus supplement highlights risk factors, including China-related regulatory uncertainties and past audit and listing considerations.