ReTo Eco-Solutions (RETO) raises $1.5M in 12.5M-share Regulation S deal

Rhea-AI Filing Summary

ReTo Eco-Solutions, Inc. entered into a Securities Purchase Agreement for a private placement of 12,500,000 Class A shares at $0.12 per share, raising an aggregate purchase price of $1,500,000. The shares are being sold under Regulation S, meaning they are offered outside the United States.

For 24 months after closing, the company agreed not to issue additional Class A shares or equivalents, or file registration statements or amendments, without the purchaser’s written consent. The parties anticipated closing the transaction on or before May 15, 2026.

Insights

Capital markets analyst

ReTo raises $1.5M via offshore private placement with 24‑month issuance limits.

ReTo Eco-Solutions is raising $1,500,000 through a Regulation S private placement of 12,500,000 Class A shares at $0.12 per share. This brings in new equity capital from a single investor outside the U.S. market.

The agreement restricts the company from issuing more Class A shares or equivalents, or filing new registration statements, for 24 months after closing without the purchaser’s consent. These covenants may shape how ReTo structures future equity financings or registered offerings during that period.

The filing ties this transaction to existing registration statements on Forms F-3 and S-8 by incorporating the Form 6-K by reference. Subsequent company filings will show how this added capital and the issuance restrictions interact with ReTo’s broader funding and growth plans.

Key Figures

Private placement size: 12,500,000 shares Share purchase price: $0.12 per share Aggregate purchase price: $1,500,000 +3 more

6 metrics

Private placement size 12,500,000 shares Class A shares issued in private placement

Share purchase price $0.12 per share Price for Class A shares in private placement

Aggregate purchase price $1,500,000 Total proceeds from private placement

Issuance restriction period 24 months No new Class A share issues without purchaser consent after closing

Agreement date May 12, 2026 Date Securities Purchase Agreement was signed

Anticipated closing date On or before May 15, 2026 Expected closing of private placement

Key Terms

Securities Purchase Agreement, Private Placement, Regulation S, Class A Shares, +1 more

5 terms

Securities Purchase Agreement financial

"entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an investor"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Private Placement financial

"in connection with the issuance and sale (the “Private Placement”) of an aggregate of 12,500,000 Class A shares"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

Regulation S regulatory

"The sale of the Class A Shares is being made pursuant to the provisions of Regulation S promulgated under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

Class A Shares financial

"an aggregate of 12,500,000 Class A shares, no par value, of the Company"

Class A shares are one of a company’s distinct types of stock that come with a specific set of rights—commonly different voting power, dividend treatment, or transfer rules—defined in the company’s charter. Investors care because those rights affect control, income and resale value; like holding a seat at a table that has different rules or stronger chips than other seats, owning Class A changes how much influence and return you can expect.

incorporated by reference regulatory

"This Form 6-K and the exhibit thereto shall be deemed to be incorporated by reference into each of"

Form 6-K: How Foreign Companies Report to the SEC →

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

Securities Purchase Agreement

On May 12, 2026, ReTo Eco-Solutions Inc. (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an investor (the “Purchaser”), in connection with the issuance and sale (the “Private Placement”) of an aggregate of 12,500,000 Class A shares, no par value, of the Company (the “Class A Shares”) at $0.12 per share for an aggregate of purchase price of $1,500,000.

Pursuant to the Securities Purchase Agreement, the Company will not, during the period from the date of the agreement to 24 months following the closing, without the written consent of the Purchaser, (i) issue, or enter into any agreement to issue, or announce the issuance or proposed issuance of any Class A Shares of the Company or the Class A Share equivalents or (ii) file any registration statement or any amendment or supplement thereto during the 24 months after the closing of the Purchase Agreement, The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company and the Purchaser. The parties anticipated closing the Private Placement on or before May 15, 2026. The sale of the Class A Shares is being made pursuant to the provisions of Regulation S promulgated under the Securities Act, as amended.

The foregoing description of the Securities Purchase 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 agreement, a form 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		Form of Securities Purchase Agreement

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 14, 2026

3 

FAQ

What capital is ReTo Eco-Solutions (RETO) raising in this Form 6-K?

ReTo Eco-Solutions is raising $1,500,000 through a private placement. The company agreed to sell 12,500,000 Class A shares at $0.12 per share to a single investor under a Securities Purchase Agreement.

How many new shares is ReTo Eco-Solutions (RETO) issuing in the private placement?

ReTo Eco-Solutions is issuing 12,500,000 Class A shares in the private placement. These shares are sold at $0.12 per share, resulting in total gross proceeds of $1,500,000 to the company from the investor.

What price did ReTo Eco-Solutions (RETO) agree for the new Class A shares?

The investor agreed to purchase ReTo Eco-Solutions’ new Class A shares at $0.12 per share. At this price, the aggregate purchase for 12,500,000 shares totals $1,500,000 in gross proceeds under the Securities Purchase Agreement.

What are the 24-month restrictions in ReTo Eco-Solutions’ (RETO) Securities Purchase Agreement?

For 24 months after closing, ReTo Eco-Solutions cannot issue or agree to issue additional Class A shares or equivalents, or file registration statements or amendments, without the purchaser’s written consent. These covenants limit new equity issuance and registered offerings in that period.

Under which regulation is ReTo Eco-Solutions (RETO) conducting this share sale?

The share sale is being conducted under Regulation S of the Securities Act. Regulation S permits offerings made outside the United States to non-U.S. investors, which affects resale conditions and keeps the transaction outside standard U.S. public offering rules.

When did ReTo Eco-Solutions (RETO) expect to close the private placement?

The parties anticipated closing the private placement on or before May 15, 2026. This timing is specified in the Securities Purchase Agreement referenced in the Form 6-K, indicating a near-term completion date relative to the agreement date of May 12, 2026.

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 131.9 KB