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 October 2023
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 FORM 6-K REPORT
On
October 18, 2023, ReTo Eco-Solutions, Inc., a British Virgin Islands business company (the “Company”) issued a press release
announcing receipt of a deficiency notice from The Nasdaq Stock Market LLC (“Nasdaq”) informing the Company that it no longer
meets the Nasdaq’s continued listing requirement to maintain a minimum bid price of $1.00 per share, as set forth in Nasdaq Listing
Rule 5550(a)(2). A copy of the press release is attached hereto as Exhibit 99.1.
INCORPORATION
BY REFERENCE
This
report, including Exhibit 99.1 hereto, shall be deemed to be incorporated by reference into the registration statement on Form F-3,
as amended (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not superseded by documents or reports subsequently filed or furnished.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
SIGNATURES
Pursuant
to the requirements of the Securities and 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. |
|
|
|
By: |
/s/
Hengfang Li |
|
|
Hengfang
Li |
|
|
Chief
Executive Officer |
Dated:
October 18, 2023
2
Exhibit 99.1
ReTo Receives Nasdaq Notification Regarding
Minimum Bid Price Deficiency
BEIJING, CHINA – October 18, 2023 -
ReTo Eco-Solutions, Inc. (Nasdaq: RETO) (“ReTo” or the “Company”), a provider of technology solutions and operation
services for intelligent ecological environments and internet of things technology development services in China and other countries,
today announced that the Company received a written notification (the “Notification Letter”) from the Nasdaq Stock Market
LLC (“Nasdaq”) on October 13, 2023, notifying the Company that it is not in compliance with the minimum bid price requirement
set forth in Nasdaq Rules for continued listing on the Nasdaq.
Nasdaq Listing Rule 5550(a)(2) requires listed
securities to maintain a minimum bid price of US$1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing
bid price of the Company’s common shares for the 30 consecutive business days from August 31, 2023 to October 12, 2023, the Company
no longer meets the minimum bid price requirement.
The Notification Letter does not impact the Company’s
listing on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided
180 calendar days, or until April 10, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s
common shares must have a closing bid price of at least US$1.00 for a minimum of 10 consecutive business days. In the event the Company
does not regain compliance by April 10, 2024, the Company may be eligible for additional time to regain compliance or may face delisting.
The Company’s business operations are not
affected by the receipt of the Notification Letter. The Company intends to monitor the closing bid price of its common shares and may,
if appropriate, consider implementing available options, including, but not limited to, implementing a reverse share split of its outstanding
common shares, to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
About ReTo Eco-Solutions, Inc.
Founded in 1999, ReTo, through its proprietary
technologies, systems and solutions, is striving to bring clean water and fertile soil to communities worldwide. The Company, through
its operating subsidiaries in China, is engaged in the ecological restoration and solid waste treatment, manufacturing and distribution
of eco-friendly construction materials (aggregates, bricks, pavers and tiles) made from mining waste (iron tailings), and soil remediation
materials transformed from solid waste (iron tailings), as well as equipment used for the production of these eco-friendly construction
materials and soil remediation materials. In addition, the Company provides consultation, design, project implementation and construction
of urban ecological protection projects and parts, engineering support, consulting, technical advice and service, and other project-related
solutions for its manufacturing equipment and environmental protection projects. The Company also offers roadside assistance services
and technology development services utilizing Internet of Things technologies. For more information, please visit: http://en.retoeco.com.
Forward-Looking Statements
This press release contains forward-looking statements.
Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying
assumptions and other statements that are other than statements of historical facts. These statements include, among others, statements
regarding the Company’s plans to regain compliance with the minimum bid price requirement. The Company’s actual results may
differ materially from those expressed in any forward-looking statements as a result of various factors and uncertainties. The reports
filed by the Company with the Securities and Exchange Commission discuss these and other important factors and risks that may affect the
Company’s business, results of operations and financial conditions. For these reasons, among others, investors are cautioned not
to place undue reliance upon any forward-looking statements in this press release. The Company undertakes no obligation to publicly revise
these forward-looking statements to reflect events or circumstances that arise after the date hereof.
For more information, please contact:
ReTo Eco-Solutions, Inc.
Angela Hu
Beijing Phone: +86-010-64827328
ir@retoeco.com or 310@reit.cc
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