ReTo Eco-Solutions swaps US$3.8M debt for PIPE units

ReTo Eco-Solutions, Inc. entered a private investment in public equity (PIPE), agreeing to issue 2,968,747 Class A shares and 5,937,494 warrants at a combined price of $1.28 per share and two warrants.

Rhea-AI Filing Summary

ReTo Eco-Solutions, Inc. entered a private investment in public equity (PIPE), agreeing to issue 2,968,747 Class A shares and 5,937,494 warrants at a combined price of $1.28 per share and two warrants. Each warrant initially has a $1.28 exercise price, subject to adjustment but not below $0.10, and is exercisable immediately for five years.

Certain purchasers had previously lent the company US$3,800,000 under a one-month loan agreement. They signed a surrender letter on June 11, 2026, giving up all rights to repayment of this debt, including any interest, in exchange for the PIPE shares. The PIPE is expected to close on June 12, 2026, and the company intends to use net proceeds for working capital and general corporate purposes.

Insights

Capital structure analyst

ReTo swaps US$3.8M short-term debt for equity-linked securities.

ReTo Eco-Solutions is issuing 2,968,747 shares plus 5,937,494 warrants in a PIPE where key lenders surrender a US$3,800,000, one-month loan. This effectively replaces very short-term debt with equity and long-dated warrants.

The warrants carry an initial $1.28 exercise price, later reset to 20% of that after seven days, with a floor at $0.10, and an alternative exchange feature at 0.9 times the underlying warrant shares from the tenth day. This structure can meaningfully increase future share count depending on holder decisions.

The transaction removes immediate repayment pressure from the short-term debt while introducing potential dilution over up to five years. Actual impact depends on the company’s performance and how extensively investors exercise or exchange their warrants after the reset mechanics take effect.

Key Figures

PIPE shares: 2,968,747 Class A shares Warrants issued: 5,937,494 warrants Combined purchase price: $1.28 per share and two warrants +5 more

8 metrics

PIPE shares 2,968,747 Class A shares Private placement agreed June 11, 2026

Warrants issued 5,937,494 warrants Each warrant for one share, exercisable for five years

Combined purchase price $1.28 per share and two warrants PIPE securities purchase terms

Initial warrant exercise price $1.28 per share Subject to adjustment, with $0.10 floor

Exercise price reset 20% of initial price Applies seven calendar days after initial exercise date

Loan surrendered US$3,800,000 principal One-month term debt exchanged for PIPE shares

Warrant exchange ratio 0.9 times warrant shares Alternative exchange from tenth day after initial exercise date

Warrant term Five years From initial exercise date

Key Terms

securities purchase agreement, private placement, PIPE, cashless exercise, +2 more

6 terms

securities purchase agreement financial

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

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

"for a private placement (the “PIPE”) of (i) 2,968,747 Class A shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

PIPE financial

"for a private placement (the “PIPE”) of (i) 2,968,747 Class A shares"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

cashless exercise financial

"subject to adjustment, including cashless exercise and exercise reset"

A cashless exercise is a way for an option holder to convert stock options into actual shares without paying the purchase price in cash; instead they immediately give up a portion of the newly issued shares to cover the cost and any withholding taxes. Investors care because this process increases the number of shares available and can slightly dilute existing holdings, while also signaling how insiders or employees are realizing compensation without needing cash — similar to paying for a purchase by handing over part of what you just bought.

Section 4(a)(2) regulatory

"issued in reliance on Section 4(a)(2) and/or Regulation D promulgated"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"issued in reliance on Section 4(a)(2) and/or Regulation D promulgated"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

FAQ

What PIPE financing did RETO announce in the June 2026 Form 6-K?

ReTo Eco-Solutions agreed to a PIPE involving 2,968,747 Class A shares and 5,937,494 warrants, sold at a combined $1.28 per share plus two warrants, providing equity-linked capital and restructuring existing short-term debt with participating lenders.

How are the warrants structured in ReTo Eco-Solutions’ June 2026 PIPE?

The company issued 5,937,494 warrants, each exercisable immediately for one share at an initial $1.28 exercise price, with a floor of $0.10. After seven days, the exercise price adjusts to 20% of the initial price, and holders can later exchange warrants into shares using a 0.9 factor.

What happens to the US$3,800,000 loan mentioned in ReTo’s Form 6-K?

Certain purchasers previously lent ReTo US$3,800,000 under a one-month loan agreement. They signed a surrender letter on June 11, 2026, permanently giving up all repayment rights, including interest, in exchange for the shares issued in the PIPE transaction.

When will ReTo Eco-Solutions’ June 2026 PIPE transaction close?

The PIPE is expected to close on June 12, 2026. At closing, ReTo will issue the agreed 2,968,747 Class A shares and 5,937,494 warrants to purchasers, finalizing the debt surrender and equity-linked financing arrangement described in the filing.

How does ReTo Eco-Solutions plan to use the net proceeds from the PIPE?

ReTo Eco-Solutions intends to use the net proceeds for working capital and general corporate purposes. This typically includes funding day-to-day operations, managing short-term obligations, and supporting general business needs rather than earmarking funds for a specific project.

Under what securities law exemptions were ReTo’s shares and warrants issued?

The Class A shares and warrants were issued relying on Section 4(a)(2) and/or Regulation D under the Securities Act of 1933. These exemptions allow private placements to accredited or limited investors without a full public registration process, subject to specific conditions.

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

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Accepted by SEC EDGAR 06/12/2026 - 08:55 AM 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 June 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 June 11, 2026, ReTo Eco-Solutions, Inc (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with several purchasers (the “Purchasers”) for a private placement (the “PIPE”) of (i) 2,968,747 Class A shares with no par value (the “Shares”) and (ii) 5,937,494 warrants (the “Warrants”, and the Shares underlying such Warrants, the “Warrant Shares”), with each Warrant to purchase one Warrant Share, at an combined price of $1.28 per share and two associated Warrants.

The exercise price to purchase each Warrant Share is at an initial exercise price of $1.28 per share (“Initial Exercise Price”), subject to adjustment, including cashless exercise and exercise reset, however, in no event shall the exercise price be lower than $0.10 per share and the maximum amount of Shares issuable upon exercise of the Warrants will not exceed 5,937,494 Shares. The Warrants are exercisable upon issuance and will expire five years from their Initial Exercise Date. Pursuant to the Securities Purchase Agreement, on the seventh calendar days after the issuance date (the “Initial Exercise Date”) of the Warrants, the exercise price of the Warrants shall be adjusted to 20% of the Initial Exercise Price. In addition, starting on the tenth calendar days following the Initial Exercise Date, the holder of the Warrants may alternatively exchange all, or any part, of the Warrants into such aggregate number of Shares equal to the product of (x) 0.9 and (y) such aggregate number of Warrant Shares underlying such portion of the Warrants to be exercised.

In addition, the Company and certain Purchasers (the “Lenders”) have entered into a loan agreement (the “Loan Agreement”) dated May 21, 2026, which the Lenders agreed to lend to the Company an aggregate principal sum of US$3,800,000, with a term of one month (the “Debt”). As the consideration of the PIPE, the Lenders have subsequently signed a surrender letter dated June 11, 2026 (the “Surrender Letter”) to surrender and forever relinquish any and all the rights, claims, and interests that he/she has (or may have) to the repayment of the Debt under the Loan Agreement in exchange for the Shares being issued under the PIPE. This surrender includes any accrued but unpaid interest, if applicable, and any other amounts due to the Lenders under the Loan Agreement.

The PIPE is expected to close on June 12, 2026. The Company intends to use the net proceeds for working capital and general corporate purposes.

The Shares and Warrants were issued in reliance on Section 4(a)(2) and/or Regulation D promulgated under the Securities Act of 1933, as amended.

The foregoing description of the Warrants and the Securities Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the form of Securities Purchase Agreement, form of Securities Purchase Agreement and form of Surrender Letter, which are attached hereto as Exhibits 4.1, 10.1 and 10.2 and are incorporated herein by reference.  

1

EXHIBIT INDEX

Exhibit No.		Description
4.1		Form of Warrants
10.1		Form of Securities Purchase Agreement
10.2		Form of Surrender Letter

2

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: June 12, 2026	By:	/s/ JOHNNY TIONG SIE WEI
	Name:	JOHNNY TIONG SIE WEI
	Title:	Chief Executive Officer

3

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 182.8 KB
• EX-10.2 FORM OF SURRENDER LETTER 14.8 KB

Other Documents

• EX-4.1 FORM OF WARRANTS 73.5 KB