Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
June 01 2022 - 05:16PM
Edgar (US Regulatory)
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 2022
Commission File Number: 001-38307
RETO ECO-SOLUTIONS,
INC.
(Translation of
registrant’s name into English)
c/o Beijing REIT Technology Development Co., Ltd.
Building 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 ☐
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):
☐
Entry into a Material Definitive Agreement; Unregistered Sales
of Equity Securities
On May 25, 2022, ReTo
Eco-Solutions, Inc. (the “Company”) entered into a
securities purchase agreement (the “Agreement”) with Hainan
Tashanshi Digital Information Co., Ltd. (the “Investor”), a
limited liability company incorporated in the People’s Republic of
China, pursuant to which the Company agreed to sell to the Investor
an aggregate of 5,970,000 common shares (the “Shares”), par
value $0.001 per share, at $0.60 per share, for aggregate gross
proceeds of $3,582,000. The transaction was closed on May 25, 2022
and the Company issued 5,970,000 Shares to the designees of the
Investor. The 5,970,000 Shares represented approximately 16.08% of
the issued and outstanding Shares of the Company immediately prior
to the issuance.
The issuance of the Shares was exempt from registration under the
Securities Act of 1933, as amended (the “Securities Act”),
in reliance on Regulation S promulgated under of the Securities Act
since the Shares were issued to non-U.S. persons (as defined under
Rule 902 section (k)(2)(i) of Regulation S) in an offshore
transaction, and no directed selling efforts were made in the
United States by the Company, a distributor, any of their
respective affiliates, or any person acting on behalf of any of the
foregoing. The Shares are subject to transfer restrictions, and the
certificates evidencing the Shares contain an appropriate legend
stating that the Shares are not registered under the Securities Act
and such securities may not be offered or sold in the United States
absent registration or an exemption from registration under the
Securities Act and any applicable state securities laws.
Financial Statements and Exhibits.
(d) Exhibits.
The following is filed as an exhibit to this report:
*The
exhibit to this Exhibit has been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Company hereby agrees to furnish a copy of
any omitted portion to the SEC upon request.
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.
Date: June 1, 2022
RETO ECO-SOLUTIONS, INC.
By: |
/s/
Hengfang Li |
|
|
Name: |
Hengfang Li |
|
|
Title: |
Chief Executive Officer |
|
2
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