UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K/A
(Amendment No. 1)
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 2023
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
c/o Beijing REIT Technology Development Co., Ltd.
X-702, Tower A, 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 ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Explanatory Note:
This Amendment No. 1 to Report of Foreign Private Issuer on Form 6-K/A of ReTo Eco-Solutions, Inc., a British Virgin Islands company (the “Company”), is being furnished to amend the Company’s previously furnished Report of Foreign Private Issuer on Form 6-K with the Securities and Exchange Commission on May 9, 2023, in order to correct the market effective date of the Company’s share combination from May 12, 2023 to May 15, 2023.
On May 12, 2023, the Company issued a press release announcing the share combination with the corrected market effective date. A copy of the press release is attached hereto as Exhibit 99.1.
1
EXHIBIT INDEX
| Number | Description of Exhibit | |
| 99.1 | Press Release dated May 12, 2023 |
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/ Hengfang Li | |
| Hengfang Li | ||
| Chief Executive Officer | ||
Dated: May 12, 2023
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Exhibit 99.1
ReTo Eco-Solutions, Inc. Announces Corrected Market Effective Date for Share Combination
BEIJING, CHINA – May 12, 2023 – ReTo Eco-Solutions, Inc. (Nasdaq: RETO) (“ReTo” or the “Company”), a provider of technology solutions and operation services for intelligent ecological environments and roadside assistance services and software development services in China, today announced that its common shares will begin trading on a post-share combination basis on the Nasdaq Capital Market (“Nasdaq”) on May 15, 2023 instead of May 12, 2023 as previously announced.
On May 9, 2023, ReTo’s Board of Directors approved a 10:1 share combination of its common shares (“Share Combination”). As a result of the Share Combination , each ten (10) pre-split shares of the Company’s common shares will automatically combine into one (1) common share without any action on the part of the holders, the Company’s authorized shares will be changed from 200,000,000 common shares, par value $0.001 per share, to 20,000,000 common shares, par value $0.01 per share, and the Company’s issued and outstanding common shares will be reduced from 53,787,689 to approximately 5,378,769. The Company’s common shares will continue to trade on Nasdaq under the symbol “RETO” but will trade under a new CUSIP number – G75271117. The Share Combination is intended to increase the market price per share of the Company’s common shares to allow the Company to maintain its Nasdaq listing.
No fractional shares will be issued as a result of the Share Combination. Shareholders who otherwise would be entitled to a fractional share because they hold a number of common shares not evenly divisible by the one (1) for ten (10) ratio will automatically be entitled to receive an additional share of the Company’s common share.
The Share Combination will not be submitted to a vote of the Company’s shareholders and a vote was not required under the laws of the British Virgin Islands.
The Company’s transfer agent, Vstock Transfer, LLC, will act as the exchange agent. Adjustments made to common shares represented by physical stock certificates can be made upon surrender of the certificate to the transfer agent. Please contact Vstock Transfer, LLC for further information at (212) 828-8436.
About ReTo Eco-Solutions, Inc.
Founded in 1999, ReTo, through its proprietary technologies, systems and solutions, is striving to bring clean water and fertile soil to communities worldwide. The Company, through its operating subsidiaries in China, is engaged in the manufacture and distribution of eco-friendly construction materials (aggregates, bricks, pavers and tiles), made from mining waste (iron tailings), as well as equipment used for the production of these eco-friendly construction materials. In addition, the Company provides consultation, design, project implementation and construction of urban ecological protection projects and parts, engineering support, consulting, technical advice and service, and other project-related solutions for its manufacturing equipment and environmental protection projects. The Company also offers roadside assistance services and software development services utilizing Internet of Things technologies. For more information, please visit: http://en.retoeco.com.
Forward-Looking Statements
This press release contains forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. Our actual results may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties. For example, there can be no assurance that we will be able to regain compliance and maintain our listing on Nasdaq. The reports filed by the Company with the Securities and Exchange Commission (the “SEC”) discuss these and other import factors and risks that may affect the Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
ReTo Eco-Solutions, Inc.
Angela Hu
Beijing Phone: +86-010-64827328
ir@retoeco.com or 310@reit.cc