424B5 1 ea0262234-01.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-267101

Prospectus Supplement dated October 24, 2025
(To Prospectus dated December 6, 2022)

ReTo Eco-Solutions, Inc.

An aggregate offering amount of $1,428,571

We are offering 1,373,625 class A shares of no par value (the “Class A Shares”), at a price of $1.04 per share to certain investors (the “Investors”) pursuant to this prospectus supplement and the prospectus and a securities purchase agreement, dated as of October 23, 2025 (the “Securities Purchase Agreement”), with such investors.

Our Class A Shares are listed on the Nasdaq Capital Market under the symbol “RETO.” As of October 23, 2025, the closing sale price of the Class A Shares was $1.03. As of the date of this prospectus supplement, we offered and sold an aggregate of $8,062,315 of our Class A Shares during the prior 12 calendar month period that ends on, and includes, the date of this prospectus. The highest closing sale price of our Class A Shares as reported by Nasdaq within the 60 days prior to the date of this prospectus supplement was $2.20 per share on September 8, 2025 and accordingly we may sell up to $17,220,480 of our Class A Shares hereunder based on 7,827,491 outstanding Class A Shares, of which 7,827,491 Class A Shares were held by non-affiliates as of the date of this prospectus.

On October 23, 2025, the Company entered into a Securities Purchase Agreement with the Investors for the sale of an aggregated 1,373,625 Class A Shares at a purchase price of $1.04 per share, for aggregate gross proceeds of $1,428,571. The net proceeds received by the Company from the offering will be used to fund the development and commercialization of our projects and the growth of our business, primarily working capital, and for general corporate purposes.

Investing in our securities is highly speculative and involves a significant degree of risk. See “Risk Factors” beginning on page S-17 of the prospectus supplement and “Item 3. Key Information — D. Risk Factors” in our most recent Annual Report on Form 20-F, which is incorporated by reference in the prospectus supplement, to read about factors you should consider before purchasing our Class A Shares.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Prospectus Supplement dated October 24, 2025.

Table of Contents

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-16
RISK FACTORS		S-17
USE OF PROCEEDS		S-19
DIVIDEND POLICY		S-20
DILUTION		S-21
PLAN OF DISTRIBUTION		S-22
LEGAL MATTERS		S-23
EXPERTS		S-23
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		S-24

PROSPECTUS

		Page
ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
RISK FACTORS		26
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		40
OFFER STATISTICS AND EXPECTED TIMETABLE		42
USE OF PROCEEDS		43
CAPITALIZATION		44
DILUTION		45
DESCRIPTION OF EQUITY SECURITIES		46
DESCRIPTION OF DEBT SECURITIES		47
DESCRIPTION OF WARRANTS		49
DESCRIPTION OF RIGHTS		51
DESCRIPTION OF UNITS		52
ENFORCEABILITY OF CIVIL LIABILITIES		53
TAXATION		55
PLAN OF DISTRIBUTION		56
EXPENSES OF ISSUANCE AND DISTRIBUTION		59
LEGAL MATTERS		60
EXPERTS		60
INDEMNIFICATION		60
MATERIAL CHANGES		60
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE		61
WHERE YOU CAN FIND MORE INFORMATION		63

S-i

Table of Contents

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of securities and also adds to and updates information contained in the prospectus and the documents incorporated by reference into this prospectus supplement and the prospectus. The second part is the prospectus dated Dec

SEC Form 424B5 filed by ReTo Eco-Solutions Inc.