Key Highlights

● ReTo Eco-Solutions exercised a 550,000-share and Warrant over-allotment, expanding its September 18 direct offering.

● The original offering sold 10 million Class A shares and warrants at $1.50 per share and a $2.75 warrant price.

● Combined shares now total 10,550,000, implying roughly $15.8 million in gross proceeds before fees.

● As a foreign private issuer, ReTo reports major events on Form 6-K rather than the Form 8-K used domestically.

ReTo Eco-Solutions, Inc. (NASDAQ:RETO), a Beijing-based manufacturer, disclosed in a 6-K filed September 25, 2026 that it exercised a 550,000-share and warrant over-allotment option on September 25, 2026, expanding a registered direct offering it had originally closed on September 18, 2026. The initial offering sold 10 million Class A shares and 10 million warrants at $1.50 per share and a $2.75 warrant exercise price; the over-allotment shares and warrants priced identically.

The Original Offering And Its Add-On

The September 18, 2026 registered direct offering placed 10,000,000 Class A shares alongside 10,000,000 warrants, each share priced at $1.50 with warrants exercisable at $2.75. Under the terms disclosed in the filing, investors held a 10-day window to exercise an additional over-allotment purchase, capped at $15,000,000 in aggregate value and limited to $1,000,000 per investor per day. ReTo exercised that provision on September 25, 2026, adding 550,000 more shares and 550,000 more warrants at the same $1.50 and $2.75 terms as the original deal.

Registration And Filing Mechanics

The offering and its expansion were made under ReTo's Form F-3 shelf registration (File No. 333-297016), which became effective July 8, 2026. A prospectus supplement covering the over-allotment exercise was filed with the SEC on September 25, 2026, the same day the option was exercised. CEO Johnny Tiong Sie Wei signed the 6-K on the company's behalf.

What The Filing Does Not Disclose

The 6-K does not state an intended use of proceeds for either the original offering or the over-allotment shares, nor does it name a Placement agent or underwriter involved in the transaction. It also does not restate ReTo's core Business operations in detail beyond identifying it as a Manufacturing company headquartered in Beijing, China; ReTo describes itself in its public filings as a developer of eco-friendly building materials and related environmental technology.

Reading The Math On Proceeds

Combining the original 10 million shares with the 550,000 over-allotment shares brings the total to 10,550,000 Class A shares sold at $1.50 each, implying roughly $15.8 million in gross proceeds before fees across both tranches, plus whatever additional proceeds would be realized if the accompanying warrants, exercisable at $2.75, are later exercised by their holders. The filing does not break out fees, expenses or net proceeds separately from the gross share-and-warrant pricing.

Why Companies Attach Over-Allotment Options To Direct Offerings

An over-allotment provision gives participating investors, rather than underwriters in a traditional syndicated deal, the right to buy additional securities on the same terms within a defined window after the initial closing, in this case, 10 days, capped at $15,000,000 in aggregate purchases and $1,000,000 per investor per day. Registered direct offerings structured this way let a company raise incremental Capital quickly if investor Demand supports it, without launching an entirely new marketed offering or filing a fresh registration statement. Because ReTo exercised the option near the very end of that 10-day window, one week after the original September 18 closing, the filing indicates continued investor interest in the deal's original $1.50 share price and $2.75 warrant terms.

A Foreign Private Issuer's Disclosure Obligations

As a foreign private issuer, ReTo reports major events to the SEC on Form 6-K rather than the Form 8-K used by U.S. domestic filers, and 6-Ks are generally less prescriptive, which explains why this filing does not detail use of proceeds or name a placement agent. Investors seeking that detail would need to consult ReTo's original prospectus supplement or its Annual Report on Form 20-F.

Terms Still Open As The Warrants Remain Outstanding

The over-allotment exercise capped total additional proceeds at $15,000,000 in aggregate under the offering's own terms. The warrants carry a $2.75 exercise price; whether and when holders exercise them would determine additional cash inflows to ReTo beyond the initial sale. No use-of-proceeds statement appears in the filing reviewed. ReTo's F-3 shelf remains effective, leaving room for further securities issuances under the same registration statement.