ReTo Eco-Solutions enters standstill with investor

ReTo Eco-Solutions, Inc. entered a standstill agreement with Streeterville Capital relating to an existing pre-paid share purchase financing.

Rhea-AI Filing Summary

ReTo Eco-Solutions, Inc. entered a standstill agreement with Streeterville Capital relating to an existing pre-paid share purchase financing. The investor had previously funded an initial pre-paid purchase of $3,165,000, less a $150,000 original issue discount and $15,000 in expenses, and received 28,612 commitment shares plus 635,000 pre-delivery Class A shares.

Under the new standstill, the investor rescinds an April 23, 2026 purchase notice tied to a delivery default, waives related remedies, and temporarily stops sending further purchase notices or exercising rights from April 30 to May 31, 2026. In return, the investor may permanently retain the 635,000 pre-delivery shares and the company loses its repurchase rights for those shares.

The investor calculates the outstanding balance under the initial pre-paid purchase as $3,209,101.00 as of April 30, 2026. If ReTo pays this amount in full on or before May 31, 2026, the initial pre-paid purchase is treated as fully repaid and the securities purchase agreement terminates with no further funding obligations. If the balance is not paid by that date, interest for May 2026 is added to the balance and the original financing terms remain in effect.

Insights

Capital structure and credit analyst

ReTo trades short-term flexibility for equity and a hard repayment deadline.

The standstill freezes Streeterville Capital’s enforcement and new purchase notices for one month, easing near-term pressure after a delivery default. In exchange, ReTo Eco-Solutions concedes that the investor can permanently keep 635,000 pre-delivery Class A shares and cancels its contractual repurchase and adjustment rights for those shares.

The investor pegs the outstanding balance on the initial pre-paid purchase at $3,209,101.00 as of April 30, 2026. Paying this in full by May 31, 2026 would extinguish the initial pre-paid purchase and terminate the broader securities purchase agreement, removing future funding obligations. If ReTo misses this date, May interest is added and the financing continues under its original terms, so the actual impact will hinge on the company’s ability to meet the repayment deadline.

Key Figures

Pre-paid purchase facility size: $10,000,000 Initial pre-paid purchase principal: $3,165,000 Original issue discount: $150,000 +5 more

8 metrics

Pre-paid purchase facility size $10,000,000 Aggregate purchase price for pre-paid purchases of Class A shares

Initial pre-paid purchase principal $3,165,000 Principal amount of initial pre-paid purchase

Original issue discount $150,000 Discount applied to initial pre-paid purchase

Transaction expense amount $15,000 Expenses related to initial pre-paid purchase

Commitment shares issued 28,612 Class A Shares Shares issued as consideration for investor’s commitment

Pre-delivery shares issued 635,000 Class A Shares Pre-delivery shares investor may permanently retain

Outstanding balance $3,209,101.00 Balance under initial pre-paid purchase as of April 30, 2026

Pre-delivery share consideration $63.50 Amount paid for 635,000 pre-delivery Class A shares

Key Terms

Standstill Agreement, Pre-Paid Purchase, original issue discount, Pre-Delivery Shares, +2 more

6 terms

Standstill Agreement financial

"the Company and the Investor entered into a standstill agreement (the “Standstill Agreement”)"

A standstill agreement is a contract in which one party agrees to pause certain actions — such as making new claims, enforcing debt remedies, or pursuing a takeover bid — for a set period so both sides can negotiate or restructure. Think of it as a temporary pause button that reduces immediate pressure and uncertainty; investors care because it can protect value, buy time for a deal or restructuring to be completed, and signal the likelihood and timing of future corporate developments.

Pre-Paid Purchase financial

"one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”)"

A pre-paid purchase is when payment is made before the product or service is delivered, like buying a concert ticket or putting money on a gift card. For investors, pre-payments matter because they change a company’s cash flow and balance sheet: the seller gets cash up front but records an obligation to deliver later, which affects when revenue is recognized and how future profits and working capital look.

original issue discount financial

"principal amount of $3,165,000, before deducting an original issue discount of $150,000"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Pre-Delivery Shares financial

"635,000 Class A Shares to the Investor (the “Pre-Delivery Shares”)"

Outstanding Balance financial

"calculated the outstanding balance under the Initial Pre-Paid Purchase as of April 30, 2026 to be $3,209,101.00 (the “Outstanding Balance”)"

registration statement on Form F-3 regulatory

"deemed to be incorporated by reference into each of (i) the registration statement on Form F-3"

A registration statement on Form F-3 is a streamlined filing used by eligible foreign companies to register securities for sale in the U.S., often as a “shelf” that lets them offer shares quickly when market conditions are right. For investors it matters because it signals that the company can raise capital on short notice—potentially increasing liquidity but also the risk of share dilution if new stock is issued—similar to a company keeping a pre-approved credit line ready to use.

FAQ

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

What standstill agreement did ReTo Eco-Solutions (RETO) enter in May 2026?

ReTo Eco-Solutions signed a standstill agreement with Streeterville Capital. The investor pauses new purchase notices and enforcement actions from April 30 to May 31, 2026, linked to an existing pre-paid share purchase financing arrangement.

How much is outstanding under ReTo Eco-Solutions’ initial pre-paid purchase?

The investor calculated the outstanding balance at $3,209,101.00 as of April 30, 2026. This amount reflects what remains due under the initial pre-paid purchase after prior funding and adjustments between ReTo Eco-Solutions and Streeterville Capital.

What happens if ReTo Eco-Solutions repays the outstanding balance by May 31, 2026?

If ReTo pays the $3,209,101.00 outstanding balance in full on or before May 31, 2026, the initial pre-paid purchase is deemed fully repaid and satisfied. The securities purchase agreement then terminates with no remaining pre-paid purchases or further funding obligations.

What are the consequences if ReTo Eco-Solutions misses the May 31, 2026 deadline?

If ReTo does not pay the outstanding balance in full by May 31, 2026, interest that would have accrued in May is added to the balance on June 1, 2026. The initial pre-paid purchase then continues in full force under its original terms.

What equity consideration does Streeterville Capital keep under the standstill?

Streeterville Capital permanently retains 635,000 pre-delivery Class A shares that ReTo previously issued. The company’s rights and the investor’s obligations under the securities purchase agreement regarding these pre-delivery shares are cancelled upon execution of the standstill agreement.

How was the original financing between ReTo Eco-Solutions and Streeterville structured?

Originally, ReTo agreed to sell up to $10,000,000 in pre-paid purchases of Class A shares under a securities purchase agreement. The initial pre-paid purchase had a principal amount of $3,165,000, less a $150,000 original issue discount and $15,000 in transaction expenses.

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

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Accepted by SEC EDGAR 05/07/2026 - 04:10 PM Learn about SEC filing dates

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 May 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

Standstill Agreement

As previously disclosed, on June 16, 2025, ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”), entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Streeterville Capital, LLC (the “Investor”), pursuant to which, the Company agreed to issue and sell to the Investor one or more pre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) at an aggregate purchase price of up to $10,000,000 for the purchase of the Company’s Class A shares, no par value (the “Class A Shares”). The Securities Purchase Agreement provided for an initial Pre-Paid Purchase in the principal amount of $3,165,000, before deducting an original issue discount of $150,000 and a transaction expense amount of $15,000 (the “Initial Pre-Paid Purchase”). Upon closing of the Initial Pre-Paid Purchase on July 17, 2025, the Company issued (i) 28,612 Class A Shares to the Investor as consideration for the Investor’s commitment and (ii) 635,000 Class A Shares to the Investor (the “Pre-Delivery Shares”) for $63.50.

On May 1, 2026, the Company and the Investor entered into a standstill agreement (the “Standstill Agreement”), pursuant to which, the Investor has agreed to rescind the purchase notice delivered to the Company on April 23, 2026 under the Initial Pre-Paid Purchase for certain shares the Company failed to deliver (the “Delivery Default”) and waive any remedies related to the Delivery Default, and to refrain and forbear temporarily from delivering additional purchase notices to the Company during the period beginning on April 30, 2026 and ending on May 31, 2026 pursuant to the Initial Pre-Paid Purchase and exercising any rights it may have under the Initial Pre-Paid Purchase (the “Standstill”). In consideration of the Investor’s grant of the Standstill, the Company has agreed that the Investor may permanently retain the Pre-Delivery Shares and that Company shall have no right to repurchase the Pre-Delivery Shares under the Securities Purchase Agreement. Moreover, all of Company’s rights and the Investor’s obligations under Section 11 of the Securities Purchase Agreement relating to Pre-delivery Shares are cancelled and terminated concurrently with the execution of the Standstill Agreement.

Under the Standstill Agreement, the Investor has calculated the outstanding balance under the Initial Pre-Paid Purchase as of April 30, 2026 to be $3,209,101.00 (the “Outstanding Balance”). If the Company pays the Outstanding Balance in full at any time on or prior to May 31, 2026, the Company shall be deemed to have repaid and satisfied the Initial Pre-Paid Purchase in full. Upon such full repayment, the Securities Purchase Agreement shall be deemed terminated pursuant to the Securities Purchase Agreement, effective as of the date of such payment, with no Pre-Paid Purchases remaining outstanding and no further funding obligations arising thereunder. The parties agreed that the Standstill Agreement shall constitute the five (5) days’ prior written notice required by the Securities Purchase Agreement for purposes of such termination, and no separate notice shall be required. If, however, the Company does not pay the Outstanding Balance in full on or before May 31, 2026, any interest that otherwise would have accrued under the Initial Pre-Paid Purchase during the month of May 2026 shall automatically be added to the Outstanding Balance as of June 1, 2026, and the Initial Pre-Paid Purchase shall continue in full force and effect in accordance with its terms.

The foregoing description of the Standstill Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Standstill Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference.

INCORPORATION BY REFERENCE

This Form 6-K and the exhibit thereto shall be deemed to be incorporated by reference into each of (i) the registration statement on Form F-3 (File No. 333-282314), of the Company, (ii) the registration statement on Form S-8, as amended (File No. 333-270355), of the Company, (iii) the registration statement on Form S-8 (File No. 333-280119), and (iv) the registration statement on Form S-8 (File No. 333-293215) of the Company and to be a part thereof from the date on which this Form 6-K is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

1

EXHIBIT INDEX

Number		Description of Exhibit
10.1		Standstill Agreement, dated May 1, 2026, by and between ReTo Eco-Solutions, Inc. and Streeterville Capital, LLC.

2

SIGNATURES

Pursuant to the requirements of the Securities and 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.
	By:	/s/ Xinyang Li
		Xinyang Li
		Chief Executive Officer

Dated: May 7, 2026

3

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 STANDSTILL AGREEMENT, DATED MAY 1, 2026, BY AND BETWEEN RETO ECO-SOLUTIONS, INC. 35.2 KB