424B5 1 ea186203-424b5_retoeco.htm PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)Registration No. 333-267101 PROSPECTUS SUPPLEMENT(To Prospectus dated December 6, 2022) ReTo Eco-Solutions, Inc. An aggregate offering amount of $15,000,000 We are offering 15,000,000 common shares, par value US$0.01 per share (“Common Shares”), at a price of $1.00 per share to certain investors pursuant to this prospectus supplement and the accompanying prospectus and a securities purchase agreement, dated as of September 29, 2023 (the “Public Offering SPA”), with such investors. In a concurrent private placement (the “Concurrent Private Placement”), we are also selling to certain other investors an aggregate of 10,000,000 Common Shares (the “Private Placement Shares”) at a price per share equal to $1.00 under separate securities purchase agreements dated September 29, 2023 (the “Private Placement SPA”) in reliance upon Regulation S of the Securities Act of 1933, as amended (the “Securities Act”). The Private Placement Shares issued in the Concurrent Private Placement are not being registered under the Securities Act at this time, and are not being offered pursuant to this prospectus supplement and the accompanying prospectus. Nothing contained herein shall constitute an offer to sell or the solicitation of an offer to buy any Private Placement Shares. Neither this offering nor the Concurrent Private Placement is conditioned upon the completion of the other offering. Our Common Shares are listed on the Nasdaq Capital Market under the symbol “RETO.” As of October 2, 2023, the closing sale price of our Common Shares was $0.5998 . As of the date of this prospectus supplement, we offered and sold an aggregate of $6,600,000 of our Common Shares pursuant to General Instruction I.B.5 of Form F-3 during the prior 12 calendar month period that ends on, and includes, the date of this prospectus. The highest closing sale price of our Common Shares as reported by Nasdaq within the 60 days prior to the date of this prospectus supplement was $6.70 per share on August 22, 2023 and accordingly we may sell up to $15,555,929 of our Common Shares hereunder based on 10,451,882 outstanding Common Shares, of which 9,920,565 Common Shares were held by non-affiliates as of the date of this prospectus. Investing in our securities is highly speculative and involves a significant degree of risk. ReTo Eco-Solutions, Inc. (“ReTo”), is not an operating company established in the People’s Republic of China (the “PRC” or “China”), but a holding company incorporated in the British Virgin Islands. As a holding company with no material operations of its own, ReTo conducts substantially all of its operations through its subsidiaries established in mainland China. The securities offered in this prospectus supplement are securities of ReTo. See “Risk Factors” beginning on page S-21 and “Item 3. Key Information — D. Risk Factors” in our most recent Annual Report on Form 20-F, which is incorporated by reference in this prospectus supplement, to read about factors you should consider before purchasing our Common Shares. INVESTORS PURCHASING SECURITIES IN THIS OFFERING ARE PURCHASING SECURITIES OF RETO, RATHER THAN SECURITIES OF ITS SUBSIDIARIES THAT CONDUCT SUBSTANTIVE BUSINESS OPERATIONS IN CHINA. In this prospectus supplement, “we,” “us,” “our,” “our company,” the “Company,” or similar terms refer to ReTo Eco-Solutions, Inc. and its consolidated subsidiaries, unless the context otherwise indicates. We conduct substantially all of our operations through our subsidiaries established in the PRC. When used herein, the references to laws and regulations of “China” or the “PRC” are only to such laws and regulations of mainland China, excluding, for the purpose of this prospectus supplement only, Taiwan, Hong Kong and Macau. As we conduct substantially all of our operations in China, we are subject to legal and operational risks associated with having substantially all of our operations in China, which risks could result in a material change in our operations and/or the value of the securities we are registering for sale or could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and cause the value of our securities to significantly decline or be worthless. Recently, the PRC government initiated a series of regulatory actions and made a number of public statements on the regulation of business operations in China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision over China-based companies listed oversea