UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
X-702, 60 Anli Road, Chaoyang District, Beijing
People’s Republic of China 100101
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Entry into Material Agreement
On September 17, 2026, ReTo Eco-Solutions, Inc.
(the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain
investors in connection with a registered direct offering for the offer and sale of 10,000,000 Class A share of the Company, no par value
per share (“Class A Share”) at a purchase price of $1.50 per share, and 10,000,000 Class A share purchase warrant (“Warrants”),
at an exercise price of $2.75, in a registered direct offering (such offering, the “Offering”). The aggregate gross proceeds
to the Company from the Offering were $15,000,000, before deducting placement agent fees and other offering expenses and excluding any
proceeds that may be received upon the exercise of the Warrants.
Each of the Warrants has an initial exercise price
of $2.75 and is exercisable beginning on the date of the issuance date and ending on the one-year anniversary of the
issuance date. The Warrants include provisions for cashless exercise if, at the time of exercise, there is no effective registration statement
for the issuance of the underlying Class A Shares. Additionally, holders of Warrants may, at any time and in its sole discretion, exercise
its Warrants in whole or in part by means of a “zero exercise price” option, under which up to 90,000,000 Class A Shares may
be issuable in aggregate under all Warrants subject to the terms and conditions therein.
Pursuant to the Securities Purchase Agreement, during the ten (10) calendar-day period immediately following the date of the Securities
Purchase Agreement, each investor has the right, but not the obligation, to purchase additional Class A Shares and Warrants on the same
terms and conditions, including the same purchase price and security composition, as the Class A Shares and Warrants purchased in the
Offering, subject to an aggregate cap of $15,000,000 for all such additional purchases by all investors, pro rata allocation based on
each investor’s initial purchase at the closing of the Offering, and a per-investor limit of $1,000,000 in aggregate purchase price
on any single trading day.
The Company entered into a placement agency agreement
(the “Placement Agency Agreement”) dated September 17, 2026, with Univest Securities, LLC (the “Placement Agent”).
Pursuant to the Placement Agency Agreement, the Company engaged the Placement Agent to act as the Company’s placement agent in connection
with the Offering on a reasonable best efforts basis. Pursuant to the Placement Agency Agreement, the Company agreed to pay the Placement
Agent a cash fee equal to seven percent (7.0%) of the aggregate gross proceeds raised in the Offering, and a non-accountable expense reimbursement
and out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate of $50,000.
The Offering closed on September 18, 2026.
The securities were offered and issued pursuant
to a prospectus supplement dated September 18, 2026 filed with the U.S. Securities and Exchange Commission pursuant to Rule 424(b)(5),
supplementing the prospectus included in the Company’s Registration Statement on Form F-3 (Registration No. 333-297016), which was
filed with the U.S. Securities and Exchange Commission on June 25, 2026 and became effective on July 8, 2026.
Appleby, British Virgin Islands counsel to the
Company, has issued an opinion to the Company regarding the validity of the securities. A copy of the opinion is furnished as Exhibit
5.1 to this Report of Foreign Private Issuer on Form 6-K.
The foregoing descriptions of the Securities Purchase
Agreement, the Placement Agency Agreement and the Warrants do not purport to be complete and are qualified in their entirety by copies
of such documents filed as Exhibits 10.1, 10.2, and 4.1, respectively, to this Current Report on Form 6-K (“Form 6-K”) and
are incorporated herein by reference.
The Company issued a press release announcing the Offering on September
17, 2026. A copy of the press release is filed herein as Exhibit 99.1 and is incorporated by reference.
This Current Report on Form 6-K does not constitute
an offer to sell or the solicitation of an offer to buy, and these securities cannot be sold in any state or jurisdiction in which this
offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any state or jurisdiction.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Warrant |
| 5.1 |
|
Opinion of Appleby |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Placement Agency Agreement |
| 99.1 |
|
Press Release dated September 17, 2026 |
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, thereunto duly authorized.
| |
RETO ECO-SOLUTIONS, INC. |
| |
|
|
| Date: September 18, 2026 |
By: |
/s/ JOHNNY TIONG SIE WEI |
| |
Name: |
JOHNNY TIONG SIE WEI |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1
ReTo
Eco-Solutions, Inc. Announces Pricing of $15 Million Registered Direct Offering
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.
CONTACT: ReTo
Eco-Solutions, Inc., Tel: +86-10-64827328, Email: ir_reto@reit.cc
