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 March 2024
Commission file number: 001-38307
RETO ECO-SOLUTIONS, INC.
(Registrant’s name)
c/o Beijing REIT Technology Development Co., Ltd.
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 REPORT
As previously announced, on September 29, 2023, ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”) entered into a securities purchase agreement (the “Public Offering SPA”) to sell an aggregate of 15,000,000 common shares, par value $0.01 (or 1,500,000 common shares, par value $0.1, after the Company’s 10-for-1 share combination of its common shares effective on March 1, 2024 (the “Share Combination”)), at a price of $1.00 per share (or $10.00 per share, after the Share Combination) to certain investors pursuant to the prospectus supplement, dated September 29, 2023, filed with the Securities and Exchange Commission on October 3, 2023 ( the “Public Offering”). On March 13, 2024, the Company entered into an amendment to the Public Offering SPA with such investors to change the per share purchase price from $1.00 to $4.00 and to change the terms of the closing of the Public Offering.
In addition, as previously announced, in a concurrent private placement (the “Concurrent Private Placement”), the Company entered into certain separate securities purchase agreements on September 29, 2023 (collectively, the “Private Placement SPAs,” together with the Public Offering SPA, the “Original SPAs”), in reliance upon Regulation S of the Securities Act of 1933, as amended, to sell to certain other investors an aggregate of 10,000,000 common shares, par value $0.01 (or 1,000,000 common shares, par value $0.1, after the Share Combination) at $1.00 per share (or $10.00 per share, after the Share Combination). On March 13, 2024, the Company entered into an amendment to the Private Placement SPA with such investors to change the per share purchase price from $1.00 to $4.00 and to change the terms of the closing of the Concurrent Private Placement.
The Public Offering and the Concurrent Private Placement closed on March 13, 2024 and the Company received aggregate net proceeds of approximately $9.6 million. The Company intends to use the net proceeds to fund the growth of its business in China or other regions, acquire or invest in technologies, products and/or businesses that it believes will enhance its value as well as for working capital and general corporate purposes.
The foregoing descriptions of the amendments to the Public Offering SPA and the Private Placement SPA are qualified in their entirety by reference to the full texts of such amendments, which forms are attached to this Report of Foreign Private Issuer on Form 6-K as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.
INCORPORATION BY REFERENCE
This report, including Exhibits 99.1 and 99.2 hereto, shall be deemed to be incorporated by reference into the Registration Statement on Form F-3, as amended (File No. 333-267101) of the Company and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
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SIGNATURE
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. | ||
| Dated: March 19, 2024 | By: | /s/ Hengfang Li |
| Hengfang Li | ||
| Chief Executive Officer | ||
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Exhibit 99.1
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of March 13, 2024, between ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, a “Purchaser” and collectively the “Purchasers”), which amends that certain Securities Purchase Agreement by and among the Company and the Purchasers, dated as of September 29, 2023 (the “Purchase Agreement”) with respect to the sales of Common Shares pursuant to an effective registration statement. The Company and the Purchasers are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.
WHEREAS, the Parties entered into the Purchase Agreement providing for the sale of Common Shares of an aggregate of $15,000,000 to the Purchasers by the Company, pursuant to the terms and conditions of the Purchase Agreement and an effective registration statement under the Securities Act; and
WHEREAS, the Company issued to the Purchasers an aggregate of 15,000,000 Common Shares (the “Shares”) on October 3, 2023 (or 1,500,000 Shares as a result of a 10-for-one share combination effected by the Company on March 1, 2024 (the “Share Combination”)), which are being held by the Purchasers as of the date hereof; and
WHEREAS, the Parties desire to change the terms and conditions relating to the Per Share Purchase Price and the Closing as more specifically provided in this Amendment.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree to amend the Purchase Agreement as follows:
1. Amendment to the Purchase Price Per Share.
The Per Share Purchase Price shall be changed from $1.00 to $4.00, after giving effect of the Share Combination. The aggregate amount to be paid for the Shares as specified below the Purchaser’s name on the signature page of the Purchase Agreement and next to the heading “Subscription Amount” shall be changed to reflect the change in Per Share Purchase Price accordingly. The Purchasers hereby agree to pay the Per Share Purchase Price of $4.00 and the revised Subscription Amount as specified below the Purchaser’s name on the signature page hereto. The Parties further agree that the number of Shares as specified opposite to the Purchaser’s name on the signature page of the Purchase Agreement shall be proportionately adjusted to reflect the Share Combination.
2. Closing.
The closing of the transactions contemplated by the Purchase Agreement, as amended by this Amendment (the “Closing”) shall take place simultaneously with the execution of this Amendment on the date hereof (the “Closing Date”), subject to satisfaction of the conditions set forth herein and in the Purchase Agreement at the offices of Ellenoff Grossman & Schole LLP, or such other place or manner as the parties may mutually agree upon. At the Closing, the Purchaser shall pay, or cause to be paid, to the account or accounts designated by the Company its Subscription Amount in cash by wire transfer in immediately available funds.
3. Agreement to Return the Purchased Shares.
In the event that any Purchaser fails to pay the Subscription Amount in full in accordance with the Purchase Agreement, after giving effect to the Amendment, the Purchaser shall immediately return the Shares as specified below his name on the signature page hereto to the Company for cancellation without any consideration. The failure of any Purchaser to pay its Subscription Amount shall not impact the transactions by and between the Company and any other Purchaser as contemplated hereunder and under the Purchase Agreement. The Company may serve a call notice on the Purchaser giving the Purchaser 14 days’ notice to pay the Purchase Price in full, or the Shares will be liable to be forfeited (the “Notice”). If the Purchaser fails to comply with the terms of the Notice, the directors of the Company may, at any time before tender of the Purchase Price, forfeit and cancel the Shares in accordance with Section 51 of the BVI Business Companies Act, 2004 (as amended).
4. General.
(a) This Amendment shall be effective as of the date hereof upon the execution and delivery of same by each of the Parties.
(b) Except as specifically set forth in this Amendment, there are no other amendments to the Purchase Agreement and all of the other forms, terms and provisions of the Purchase Agreement shall remain unmodified and in full force and effect.
(c) Section 5.9 of the Purchase Agreement (Governing Law) shall be applicable to this Amendment.
(d) This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
IN WITNESS WHEREOF, the Parties have caused this Amendment to be effective and signed in their respective name effective as of the date set forth above.
| RETO ECO-SOLUTIONS, INC. | |||
| By: | |||
| Name: | Hengfang Li | ||
| Title: | Chief Executive Officer | ||
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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PURCHASER SIGNATURE PAGES
TO
AMENDMENT TO ReTo Eco-Solutions, Inc., SECURITIES PURCHASE AGREEMENT
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.
Name of Purchaser: ________________________________________________________
Signature of Authorized Signatory of Purchaser: _________________________________
Name of Authorized Signatory: _______________________________________________
Title of Authorized Signatory: ________________________________________________
Email Address of Authorized Signatory:_________________________________________
Address for Notice to Purchaser:
Address for Delivery of Shares to Purchaser (if not same as address for notice):
DWAC for Shares:_______________
Subscription Amount: $_________________________
Shares: _________________
EIN Number: ____________________
☐ Notwithstanding anything contained in the Purchase Agreement and the Amendment to the contrary, by checking this box (i) the obligations of the above-signed to purchase the securities set forth in the Purchase Agreement and this Amendment from the Company, and the obligations of the Company to sell such securities to the above-signed, shall be unconditional and all conditions to Closing shall be disregarded, (ii) the Closing shall occur on the date of this Amendment and (iii) any condition to Closing contemplated by the Purchase Agreement and this Amendment (but prior to being disregarded by clause (i) above) that required delivery by the Company or the above-signed of any agreement, instrument, certificate or the like or purchase price (as applicable) shall no longer be a condition and shall instead be an unconditional obligation of the Company or the above-signed (as applicable) to deliver such agreement, instrument, certificate or the like or Subscription Amount (as applicable) to such other party on the Closing Date.
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Exhibit 99.2
AMENDMENT TO SECURITIES PURCHASE AGREEMENT
This Amendment to Securities Purchase Agreement (this “Amendment”) is dated as of March 13, 2024, between ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”), and the purchaser identified on the signature pages hereto (together with its successors and assigns, a “Purchaser” and collectively the “Purchasers”), which amends that certain Securities Purchase Agreement between the Company and the Purchaser, dated as of September 29, 2023 (the “Purchase Agreement”) with respect to the sales of Common Shares in reliance upon the provisions of Regulation S. The Company and the Purchaser are sometimes each individually referred to herein as a “Party” and collectively as the “Parties.” All initially capitalized terms not otherwise defined herein shall have the meaning given to those terms in the Purchase Agreement.
WHEREAS, the Parties entered into the Purchase Agreement providing for the sale of Common Shares of $10,000,000 to the Purchaser by the Company, pursuant to the terms and conditions of the Purchase Agreement in reliance upon the provisions of Regulation S promulgated by the SEC under the Securities Act; and
WHEREAS, the Company issued to the Purchasers an aggregate of 10,000,000 Common Shares (the “Shares”) on October 3, 2023 (or 1,000,000 Shares as a result of a 10-for-one share combination effected by the Company on March 1, 2024 (the “Share Combination”)), which are being held by the Purchasers as of the date hereof;
WHEREAS, pursuant to the Purchase Agreement, the Purchaser has certain registration rights with respect to the resale by the Purchaser of the Shares (the “Registration Rights”);
WHEREAS, the Purchaser desires to fully waive such registration rights with respect to all of the Shares owned by the Purchaser or the Purchaser’s assignees under the Purchase Agreement and the Company desires such waiver by the Purchaser; and
WHEREAS, the Parties desire to change the terms and conditions relating to the Purchase Price and the Closing as more specifically provided in this Amendment.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchasers hereby agree to amend the Purchase Agreement as follows:
1. Amendment to the Purchase Price.
The Purchase Price per share shall be changed from $1.00 to $4.00, after giving effect of the Share Combination. The Purchase Price as specified opposite to the Purchaser’s name on the signature page of the Purchase Agreement shall be changed to reflect the change in the Purchase Price per share accordingly. The Purchasers hereby agree to pay the Purchase Price of $4.00 per share and the revised Purchase Price as specified opposite to the Purchaser’s name on the signature page hereto. The Parties further agree that the number of Shares as specified opposite to the Purchaser’s name on the signature page of the Purchase Agreement shall be proportionately adjusted to reflect the Share Combination.
2. Closing.
The closing of the transactions contemplated by the Purchase Agreement, as amended by this Amendment (the “Closing”) shall take place simultaneously with the execution of this Amendment on the date hereof (the “Closing Date”), subject to satisfaction of the conditions set forth herein and in the Purchase Agreement at the offices of Ellenoff Grossman & Schole LLP, or such other place or manner as the parties may mutually agree upon. At the Closing, the Purchaser shall pay, or cause to be paid, to the account or accounts designated by the Company its Purchase Price in cash by wire transfer in immediately available funds.
3. Agreement to Return the Shares.
In the event that any Purchaser fails to pay the Purchase Price in full in accordance with the Purchase Agreement, after giving effect to the Amendment, the Purchaser shall immediately return the number of Shares as specified opposite to his name on the signature page hereto to the Company for cancellation without any consideration. The failure of any Purchaser to pay its Purchase Price shall not impact the transactions by and between the Company and any other Purchaser as contemplated hereunder and under the Purchase Agreement. The Company may serve a call notice on the Purchaser giving the Purchaser 14 days' notice to pay the Purchase Price in full, or the Shares will be liable to be forfeited (the “Notice”). If the Purchaser fails to comply with the terms of the Notice, the directors of the Company may, at any time before tender of the Purchase Price, forfeit and cancel the Shares in accordance with Section 51 of the BVI Business Companies Act, 2004 (as amended).
4. Waiver of Registration Rights.
The Purchaser hereby waive the Registration Rights under the Purchase Agreement. The foregoing waiver of Registration Rights includes, without limitation, the waiver of any right to receive notice of the filing of the Registration Statement on Form F-1 or any subsequent amendment or supplement thereto (the “Registration Statement”), and the waiver of the right to register any of the Company’s securities owned by the Purchaser or the Purchaser’s assignees under Section 4.4 of the Purchase Agreement and any other registration-related rights under other sections of the Purchase Agreement, to be included in the Registration Statement, and/or any future registration statement for any follow-on offerings or other offerings whatsoever in future. This waiver shall be binding on the Purchaser and the successors, heirs, personal representatives and assigns of the Purchaser.
5. General.
(a) This Amendment shall be effective as of the date hereof upon the execution and delivery of same by each of the Parties.
(b) Except as specifically set forth in this Amendment, there are no other amendments to the Purchase Agreement and all of the other forms, terms and provisions of the Purchase Agreement shall remain unmodified and in full force and effect.
(c) Section 5 of the Purchase Agreement (Governing Law; Jurisdiction; Waiver of Jury Trial) shall be applicable to this Amendment.
(d) This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be effective and signed in its name effective as of the date set forth above.
| RETO ECO-SOLUTIONS, INC. | |||
| By: | |||
| Name: | Hengfang Li | ||
| Title: | Chief Executive Officer | ||
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SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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PURCHASER SIGNATURE PAGES
TO
AMENDMENT TO ReTo Eco-Solutions, Inc., SECURITIES PURCHASE AGREEMENT
| Number of Shares | ||
| Subscribed For: ____________ shares | Print Name of Purchaser | |
| Purchase Price: US$____________ | ||
| By: | ||
| (Signature of Purchaser or Authorized Signatory) | ||
| Address: | ||
| Telephone: | ||
| Fax: | ||
| Email: | ||
| ______________________________ | ||
| Identification Number | ||
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