6-K - RETO - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TORULE 13a-16 OR 15d-16UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 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, BeijingPeople’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 CONTAINEDIN THIS FORM 6-K REPORT

Attached as Exhibit 99.1 to this report is a press release of ReTo Eco-Solutions, Inc. (the “Company”), dated December 27, 2023, regarding the Company’s unaudited financial results for the six months ended June 30, 2023.

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(No. 333-267101) of the Company and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

CAUTIONARY STATEMENTREGARDING FORWARD-LOOKING STATEMENTS

This report on Form 6-K and the exhibits hereto contain “forward-looking statements” for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 that represent the Company’s beliefs, projections and predictions about future events. All statements other than statements of historical fact are “forward-looking statements,” including any projections of earnings, revenue or other financial items, any statements of the plans, strategies and objectives of management for future operations, any statements concerning proposed new projects or other developments, any statements regarding future economic conditions or performance, any statements of management’s beliefs, goals, strategies, intentions and objectives, and any statements of assumptions underlying any of the foregoing. Words such as “may,” “will,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar expressions, as well as statements in the future tense, identify forward-looking statements.

These statements are necessarily subjective and involve known and unknown risks, uncertainties and other important factors that could cause the Company’s actual results, performance or achievements, or industry results, to differ materially from any future results, performance or achievements described in or implied by such statements. Actual results may differ materially from expected results described in the Company’s forward-looking statements, including with respect to correct measurement and identification of factors affecting the Company’s business or the extent of their likely impact, and the accuracy and completeness of the publicly available information with respect to the factors upon which the Company’s business strategy is based or the success of the Company’s business.

Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of whether, or the times by which, the Company’s performance or results may be achieved. Forward-looking statements are based on information available at the time those statements are made and management’s belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Important factors that could cause such differences include, but are not limited to, those factors discussed more fully under the heading “Item 3. Key Information—D. Risk Factors” and elsewhere in the Company’s Form 20-F filed with the Securities and Exchange Commission on May 1, 2023, as well as in this report on Form 6-K and the exhibits hereto.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 27, 2023

SIGNATURE

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: December 27, 2023	RETO ECO-SOLUTIONS, INC.
	By:	/s/ Hengfang Li
	Name:	Hengfang Li
	Title:	Chief Executive Officer

Exhibit 99.1

ReTo Eco-Solutions, Inc. Announces First Half2023 Financial Results

BEIJING, December 27, 2023 -- (BUSINESS WIRE) -- ReTo Eco-Solutions, Inc. (Nasdaq: RETO) (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 its financial results for the six months ended June 30, 2023.

First Half 2023 Financial Review

●	Revenues decreased by approximately $1.7 million, or 57%, to $1.2 million<br>for the six months ended June 30, 2023 from approximately $2.9 million for the six months ended June 30, 2022.
●	Cost of revenues decreased by approximately $1.4 million, or 55%, to approximately<br>$1.1 million for the six months ended June 30, 2023 from $2.5 million for the six months ended June 30, 2022.
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●	Operating expenses increased by approximately $35.1 million, or 582%, to<br>approximately $41.1 million for the six months ended June 30, 2023 from $6.0 million for the six months ended June 30, 2022.
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●	Net loss increased by approximately $39.9 million, or 692%, to approximately<br>$45.7 million for the six months ended June 30, 2023 from $5.8 million for the six months ended June 30, 2022.
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Financial Results for the First Half 2023

Revenues

Revenues decreased by approximately $1.7 million, or 57%, to $1.2 million for the six months ended June 30, 2023 from approximately $2.9 million for the six months ended June 30, 2022. Revenue from machinery and equipment sales decreased by approximately $1.0 million, or 49%, to $1.0 million for the six months ended June 30, 2023 from approximately $2.0 million for the six months ended June 30, 2022. The decrease is mainly due to slowdown of the construction industry and less demand for the Company’s products. Sales of the Company’s environmental-friendly construction materials decreased by approximately $0.2 million, or 72%, to approximately $0.09 million for six months ended June 30, 2023 from approximately $0.3 million for the six months ended June 30, 2022 due to the decrease in demand resulting from the downturn of the national real estate market. Revenue from other services decreased by approximately $0.3 million, or 79%, to approximately $0.09 million for six months ended June 30, 2023 from approximately $0.4 million for the six months ended June 30, 2022 due to less demand for the Company’s technological consulting service and roadside assistance service.

Cost of revenues

Cost of revenues decreased by approximately $1.4 million, or 55%, to approximately $1.1 million for the six months ended June 30, 2023 from $2.5 million for the six months ended June 30, 2022. The decrease in cost of revenues was in line with the decrease in revenues.

Gross profit

Gross profit decreased by approximately $0.3 million, or 75%, to approximately $0.1 million for the six months ended June 30, 2023 from $0.4 million for the six months ended June 30, 2022. Gross margin was 8% for the six months ended June 30, 2023 as compared to 13% for the six months ended June 30, 2022. The decrease in gross profit was primarily attributable to (i) a decrease of approximately $147,000 in gross profit in machinery and equipment business due to the significant decrease in domestic and overseas market demand of machinery and equipment; and (ii) a decrease of approximately $155,000 in gross profit in other services due to decreased customer orders. Because other services with higher gross profit margin accounted for 7% of total revenue in the six months ended June 30, 2023 as compared to 15% of total revenue for the six months ended June 30, 2022, the Company’s gross profit margin decreased to 8% for the six months ended June 30, 2023 as compared to 13% of total revenue for the six months ended June 30, 2022.

Operating expenses

For the six months ended June 30, 2023 and 2022, the Company’s selling expenses were approximately $0.3 million for both periods.

General and administrative expenses increased by $33.7 million, or 572%, to $39.6 million for the six months ended June 30, 2023 from $5.9 million for the six months ended June 30, 2022. The increase was due to $33.8 million increase in share-based compensation, partially offset by decreased payroll expenses.

Bad debt expenses amounted to approximately $0.5 million for the six months ended June 30, 2023, as compared to a bad debt recovery of approximately $0.7 million for the six months ended June 30, 2022.

Research and development expenses increased by $0.3 million, or 60%, to $0.8 million for the six months ended June 30, 2023 from $0.5 million for the six months ended June 30, 2022. The increase was due to an increase of approximately $0.3 million in expert fees.

Interest expense

The Company’s interest expenses were approximately $0.2 million for both six-month periods ended June 30, 2023 and 2022.

Change in fair value in convertible debt

Due to change in fair value of convertible loans, the Company recorded an unrealized loss of $57,985 and $204,331 in other expense for the six months ended June 30, 2023 and 2022, respectively.

Other income (expense), net

Other expense was $4.4 million for the six months ended June 30, 2023 as compared to $0.3 million for the six months ended June 30, 2022. The increase was due to a one-time charge of $4.7 million from a terminated project.

Loss before income taxes

The Company’s loss before income taxes was approximately $45.7 million for the six months ended June 30, 2023, an increase of approximately $39.9 million as compared to loss before income taxes of approximately $5.8 million for the six months ended June 30, 2022. The increase was primarily attributable to decrease in revenue and increase in operating expenses and other expense.

Provision for income taxes

The Company’s subsidiaries in the People’s Republic of China (“PRC”) are subject to PRC income tax, which is computed according to the relevant laws and regulations in the PRC. Under the Enterprise Income Tax Law, the corporate income tax rate applicable to all companies, including both domestic and foreign-invested companies, is 25%. However, two subsidiaries of the Company, Beijing REIT Technology Development Co., Ltd. and Hainan Yile IoT Technology Co., Ltd., are recognized as High and New Technology Enterprises by the PRC government and thus subject to a favorable income tax rate of 15%. As the Company had losses before income tax, its income tax expenses amounted to $52 and $28,767 for the six months ended June 30, 2023 and 2022, respectively.

Net loss

As a result of the foregoing, net loss amounted to approximately $45.7 million and $5.8 million for the six months ended June 30, 2023 and 2022, respectively.

Cash

Cash was approximately $0.2 million as of June 30, 2023, reflecting an increase of approximately $0.1 million from approximately $0.1 million as of December 31, 2022.

About ReTo Eco-Solutions, Inc.

Founded in 1999, ReTo Eco-Solutions, Inc., 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

Tel: +86-010-64827328

Email: ir@retoeco.com or 310@reit.cc

RETO ECO-SOLUTIONS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

			December 31,
			2022
ASSETS
Current Assets:
Cash and cash equivalents	233,839		$	113,895
Accounts receivable, net	475,303			2,150,450
Accounts receivable, net - related party	79,639			83,736
Advances to suppliers, net	707,775			453,894
Advances to suppliers, net - related party	1,598,977			3,787,036
Inventories, net	820,590			337,798
Prepayments and other current assets	114,287			402,151
Due from related parties	483,369			208,225
Due from third parties	678,223			-
Total Current Assets	5,192,002			7,537,185
Property, plant and equipment, net	8,028,957			8,722,435
Intangible assets, net	4,548,402			4,869,654
Long-term investment in equity investee	2,301,850			2,503,944
Right-of-use assets	271,972			424,999
Total Assets	20,343,183		$	24,058,217
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term loans	5,274,916			1,319,490
Convertible debt	3,004,000			3,922,686
Advances from customers	2,072,983			2,551,216
Advances from customers-related party	166,275			-
Due to a minority shareholder	413,719			725,000
Deferred grants - current	264			18,563
Accounts payable	2,934,058			2,624,701
Accrued and other liabilities	2,433,692			2,717,432
Loans from third parties	1,356,113			1,106,233
Taxes payable	1,922,345			2,077,088
Operating lease liabilities, current	150,420			277,036
Deferred tax liability	309,664			325,593
Total Current Liabilities	20,038,449			17,665,038
Loans from third parties-noncurrent	1,048,088			1,160,000
Operating lease liabilities - noncurrent	83,407			158,650
Total Liabilities	21,169,944			18,983,688
Commitments and Contingencies
Shareholders’ Equity:
Common Share, 0.01 par value, 20,000,000 shares authorized, 7,725,848 shares and 4,339,889 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	77,259			43,400
Additional paid-in capital	98,689,295			53,331,093
Subscription receivable	(5,887,546	)		-
Statutory reserve	1,069,882			1,066,554
Accumulated deficit	(93,056,277	)		(47,813,206	)
Accumulated other comprehensive loss	(2,220,029	)		(2,388,890	)
Total Shareholders’ Equity Attributable to ReTo Eco-Solutions Inc.	(1,327,416	)		4,238,951
Noncontrolling interest	500,655			835,578
Total Shareholders’ Equity	(826,761	)		5,074,529
Total Liabilities and Shareholders’ Equity	20,343,183			24,058,217

All values are in US Dollars.

RETO ECO-SOLUTIONS INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTSOF INCOME AND COMPREHENSIVE INCOME

	For the Six Months Ended June 30,
	2023			2022
Revenues – third party customers	$	1,022,919		$	2,882,792
Revenues – related parties		210,864			6,987
Total revenues		1,233,783			2,889,779
Cost of revenues – third party customers		780,794			1,957,829
Cost of revenues – related parties		359,398			557,145
Total Cost		1,140,192			2,514,974
Gross Profit		93,591			374,805
Operating Expenses:
Selling expenses		289,730			288,552
General and administrative expenses		39,559,187			5,888,849
Bad debt expenses (recovery)		460,116			(650,776	)
Research and development expenses		809,979			505,847
Total Operating Expenses		41,119,012			6,032,472
Loss from Operations		(41,025,421	)		(5,657,667	)
Other Income (expenses):
Interest expenses		(180,772	)		(189,755	)
Interest income		1,509			2,293
Other income (expenses), net		(4,356,224	)		348,266
Change in fair value of convertible debt		(57,985	)		(204,331	)
Gain from disposal of subsidiaries		38,394			-
Share of losses in equity method investments		(83,307	)		(38,885	)
Total Other Expenses, Net		(4,638,385	)		(82,412	)
Loss Before Income Taxes		(45,663,806	)		(5,740,079	)
Provision for Income Taxes		52			28,767
Net Loss		(45,663,858	)		(5,768,846	)
Less: net loss attributable to noncontrolling interest		(424,115	)		(92,866	)
Net Loss Attributable to ReTo Eco-Solutions, Inc.	$	(45,239,743	)	$	(5,675,980	)
Net Loss	$	(45,663,858	)	$	(5,768,846	)
Other comprehensive gain (loss):
Foreign currency translation adjustment		258,053			(723,421	)
Comprehensive Loss		(45,405,805	)		(6,492,267	)
Less: comprehensive loss attributable to noncontrolling interest		(334,923	)		(22,981	)
Comprehensive Loss Attributable to ReTo Eco-Solutions, Inc	$	(45,070,882	)	$	(6,469,286	)
Loss Per Share
Basic and diluted	$	(8.32	)	$	(1.65	)
Weighted Average Number of Shares
Basic and diluted		5,437,853			3,443,338