ReTo Eco-Solutions, Inc. filed a Form 6-K with the SEC on November 13, 2026, disclosing an amendment to its securities purchase agreement that reduces the settlement floor price for Class A Share issuances from $16.00 to $0.10 per share.

Key Highlights

  • Original SPA: The company entered into a securities purchase agreement on August 7, 2026, allowing pre-paid purchases of up to $36,000,000 in aggregate from an institutional investor over a two-year commitment period.
  • Share consolidations: The company effected a 1-for-20 share consolidation on October 2, 2026, followed by a 1-for-8 share consolidation on November 2, 2026, which together adjusted the floor price from $0.10 to $16.00 per share.
  • Amendment: On November 6, 2026, the company and the investor entered into Amendment No. 1 to reduce the floor price from $16.00 back to $0.10 per share.
  • Prospectus supplement: In connection with the amendment, the company filed Prospectus Supplement No. 2 dated November 12, 2026, covering $38,160,000 of Class A Shares issuable under the SPA as amended.
  • Investor identity: The institutional investor is identified in the filing as Mapie Wind Limited.

ReTo Eco-Solutions Amends SPA Floor Price Following Two Reverse Share Splits

According to the filing, ReTo Eco-Solutions, Inc. (NASDAQ:RETO) originally entered into a securities purchase agreement on August 7, 2026, with an institutional investor, Mapie Wind Limited, under which the company may request pre-paid purchases of up to $36,000,000 in aggregate over a two-year commitment period. Under the terms of the SPA, the company may settle amounts outstanding by issuing Class A Shares at a price based on a discount to market price, subject to a floor price that, the filing states, "in no event shall such price be less than $0.10 per share."

The company disclosed that two successive share consolidations altered the floor price under Section 1.5 of the SPA. A 1-for-20 consolidation was effected on October 2, 2026, and a 1-for-8 consolidation followed on November 2, 2026. The combined effect of these consolidations, the filing states, adjusted the floor price from $0.10 to $16.00 per share. On November 6, 2026, the company and Mapie Wind Limited executed Amendment No. 1 to the SPA, reducing the floor price from $16.00 back to $0.10 per share.

In connection with Amendment No. 1, the company filed Prospectus Supplement No. 2 dated November 12, 2026, as a supplement to Prospectus Supplement No. 1 dated August 7, 2026, and to the base prospectus dated June 25, 2026. The filing includes a legal opinion from Appleby as to the legality of the $38,160,000 of Class A Shares issuable under the SPA as amended. The filing notes that this Form 6-K is incorporated by reference into the company's Form F-3 registration statement (File No. 333-297016).

What Was Disclosed

ReTo Eco-Solutions filed a Form 6-K disclosing Amendment No. 1 to its securities purchase agreement with Mapie Wind Limited, reducing the share issuance floor price from $16.00 to $0.10 per share following two share consolidations, and covering $38,160,000 of Class A Shares under a new prospectus supplement.