Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268583
PROSPECTUS
ALTO INGREDIENTS, INC.
1,282,051 shares of Common Stock
This prospectus relates to the proposed resale, from time to time,
of up to 1,282,051 shares of our common stock, $0.001 par value per
share, or common stock, by the selling stockholders herein.
On November 7, 2022, we entered into a credit agreement, or the
Credit Agreement, with the selling stockholders and other
signatories thereto under which we issued to the selling
stockholders an aggregate of 1,282,051 shares of our common stock.
In connection with the issuance of these shares of common stock and
the potential issuance of up to an additional 320,513 shares of
common stock in the event we borrow up to an additional $25 million
under the Credit Agreement, we entered into a registration rights
agreement with the selling stockholders, or the Registration Rights
Agreement. Pursuant to the terms of the Registration Rights
Agreement, we are required to register the resale of the shares of
common stock issued under the terms of the Credit Agreement.
We are not selling any shares of common stock under this prospectus
and will not receive any proceeds from the sale of shares of common
stock by the selling stockholders. The selling stockholders will
bear all commissions and discounts, if any, attributable to the
sale of the shares of common stock under this prospectus. We will
bear all costs, expenses and fees in connection with the
registration of the shares of common stock.
The shares of common stock may be sold by the selling stockholders
to or through underwriters or dealers, directly to purchasers or
through agents designated from time to time. For additional
information regarding the methods of sale you should refer to the
section of this prospectus entitled “Plan of Distribution” on page
14.
We may amend or supplement this prospectus from time to time by
filing amendments or supplements as required. You should read the
entire prospectus and any amendments or supplements carefully
before you make your investment decision.
Our common stock is traded on The Nasdaq Capital Market, or Nasdaq,
under the symbol “ALTO.” On December 12, 2022, the last reported
sale price per share of our common stock on Nasdaq was $3.07.
Investing in our common stock involves substantial risks. See
“Risk Factors” beginning on page 4 of this prospectus and in any
other document incorporated by reference herein, for factors you
should consider before buying any of our common stock.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus. Any representation to the contrary is a criminal
offense.
The date of this prospectus is December 12, 2022.
TABLE OF CONTENTS
PROSPECTUS
ABOUT THIS
PROSPECTUS
This prospectus relates to the resale by the selling stockholders
of up to 1,282,051 shares of our common stock, as described below
under “Selling Stockholders.” We are not selling any shares of
common stock under this prospectus and will not receive any
proceeds from the sale of shares of common stock by the selling
stockholders.
This prospectus is part of a registration statement on Form S-3
that we filed with the Securities and Exchange Commission, or the
SEC. It omits some of the information contained in the registration
statement and reference is made to the registration statement for
further information with regard to us and the shares of our common
stock being offered by the selling stockholders. You should review
the information and exhibits in the registration statement for
further information about us and the shares of our common stock
being offered hereby. Statements in this prospectus concerning any
document we filed as an exhibit to the registration statement or
that we otherwise filed with the SEC are not intended to be
comprehensive and are qualified by reference to the filings. You
should review the complete document to evaluate these
statements.
You should read this prospectus, any documents that we incorporate
by reference in this prospectus and the additional information
described below under “Where You Can Find Additional Information”
and “Incorporation of Certain Information By Reference” before
making an investment decision. You should not assume that the
information in this prospectus or any documents we incorporate by
reference herein is accurate as of any date other than the date on
the front of such document. Our business, financial condition,
results of operations and prospects may have changed since those
dates. You should rely only on the information contained or
incorporated by reference in this prospectus filed with the SEC. We
have not authorized anyone to provide you with different
information and, if you are given any information or representation
about these matters that is not contained or incorporated by
reference in this prospectus, you must not rely on that
information. We are not making an offer to sell securities in any
jurisdiction where the offer or sale of such securities is not
permitted.
Neither the delivery of this prospectus nor any sale made using
this prospectus implies that there has been no change in our
affairs or that the information in this prospectus is correct as of
any date after the date of this prospectus. You should not assume
that the information in or incorporated by reference in this
prospectus prepared by us is accurate as of any date other than the
date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed
since that date.
When used in this prospectus, the terms “Alto Ingredients,” “we,”
“our” and “us” refer to Alto Ingredients, Inc. and its consolidated
subsidiaries, unless otherwise specified. Unless otherwise stated
or indicated by context, the phrase “this prospectus” refers to the
prospectus.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference into
this prospectus contain “forward-looking statements” and are
intended to be covered by the safe harbor provided for under
Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements include,
among others:
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forecasts of our anticipated
future results of operations, cash flows or financial
position; |
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statements concerning the anticipated impact of
our transactions, investments, product development and other
initiatives, including synergies or costs associated with our
transformational initiatives, acquisitions or
dispositions; |
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statements about our liquidity, profit margins,
tax position, tax assets, tax rates, asset values, contingent
liabilities, growth opportunities, growth rates, acquisition and
divestiture opportunities, business prospects, regulatory and
competitive outlook, market share, product capabilities, investment
and expenditure plans, business strategies, capital allocation
plans and financing alternatives; and |
● other similar statements of our
expectations, beliefs, future plans and strategies, anticipated
developments and other matters that are not historical facts, many
of which are highlighted by words such as “may,” “will,” “would,”
“could,” “should,” “plan,” “believes,” “expects,” “anticipates,”
“estimates,” “projects,” “intends,” “likely,” “seeks,” “hopes,” or
variations or similar expressions with respect to the future.
These forward-looking statements are based upon our judgment and
assumptions as of the date such statements are made concerning
future developments and events, many of which are beyond our
control. These forward-looking statements, and the assumptions upon
which they are based, (i) are not guarantees of future results,
(ii) are inherently speculative and (iii) are subject to a number
of risks and uncertainties. Actual events and results may differ
materially from those anticipated, estimated, projected or implied
by us in those statements if one or more of these risks or
uncertainties materialize, or if our underlying assumptions prove
incorrect. All of our forward-looking statements are qualified in
their entirety by reference to our discussion of factors that could
cause our actual results to differ materially from those
anticipated, estimated, projected or implied by us in those
forward-looking statements. Factors that could affect actual
results include but are not limited to:
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the
effect of the coronavirus pandemic on our overall business
operations; |
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the
effects of competition from a wide variety of competitive
providers, including decreased demand for our specialty alcohols,
essential ingredients and renewable fuels and increased pricing
pressures; |
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fluctuations in the market prices of our
products; |
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the
effect of inflation, including as a result of commodity price
inflation or supply chain constraints due to the war in
Ukraine; |
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fluctuations in the costs of key production input
commodities such as corn and natural gas; |
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the
projected growth or contraction in the markets in which we
operate; |
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our
strategies for expanding, maintaining or contracting our presence
in these markets; |
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anticipated trends in our financial condition and
results of operations; |
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the
effects of ongoing changes in the regulation of the specialty
alcohols, essential ingredients and renewable fuels
industries; |
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our
ability to effectively adjust to changes in the industries in which
we compete, and changes in the composition of our markets and
product mix; |
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possible
changes in the demand for our products, including our ability to
effectively respond to either an increase or decrease in demand for
specialty alcohols, essential ingredients and renewable
fuels; |
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our
ability to successfully maintain the quality and profitability of
our existing specialty alcohol, essential ingredients and renewable
fuels product offerings; |
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our
ability to generate cash flows sufficient to fund our financial
commitments and objectives, including our capital expenditures,
operating costs and debt repayments; |
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our
ability to implement our operating plans and corporate
strategies; |
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changes
in our operating plans, corporate strategies or other capital
allocation plans, whether based upon changes in our cash flows,
cash requirements, financial performance, financial position,
market conditions or otherwise; |
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our
ability to meet the terms and conditions of our debt
obligations; |
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our
ability to use our net operating loss carryforwards in the amounts
projected; |
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any
adverse developments in legal or regulatory proceedings involving
us; |
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the
effects of changes in accounting policies, practices or
assumptions, including changes that could potentially require
additional future impairment charges; |
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the
effects of adverse weather, terrorism or other natural or man-made
disasters; |
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adverse
effects of material weaknesses or any other significant
deficiencies identified in our internal controls over financial
reporting; and |
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other
risks referenced in this prospectus. |
Additional factors or risks that we
currently deem immaterial, that are not presently known to us or
that arise in the future could also cause our actual results to
differ materially from expected results. Given these uncertainties,
investors are cautioned not to unduly rely upon our forward-looking
statements, which speak only as of the date made. We undertake no
obligation to publicly update or revise any forward-looking
statements for any reason, whether as a result of new information,
future events or developments, changed circumstances, or otherwise.
Furthermore, any information about our intentions contained in any
of our forward-looking statements reflects our intentions as of the
date of such forward-looking statement, and is based upon, among
other things, existing regulatory, technological, industry,
competitive, economic and market conditions, and our assumptions as
of such date. We may change our intentions, strategies or plans at
any time and without notice, based upon any changes in such
factors, in our assumptions or otherwise.
PROSPECTUS
SUMMARY
This summary highlights selected information included elsewhere
in this prospectus and does not contain all of the information you
should consider before buying the shares of our common stock. You
should read the entire prospectus carefully, especially the “Risk
Factors” section and financial statements and the related notes
incorporated by reference into this prospectus, before deciding to
invest in the shares of our common stock. Some of the statements in
this prospectus constitute forward-looking statements. See
“Cautionary Note Regarding Forward-Looking Statements.” In this
prospectus, the words “we,” “us,” “our” and similar terms refer to
Alto Ingredients, Inc., a Delaware corporation, unless the context
provides otherwise.
Overview
We are a leading producer and distributor of specialty alcohols and
essential ingredients, and the largest producer of specialty
alcohols in the United States.
We operate five alcohol production facilities. Three of our
production facilities are located in Illinois, one is located in
Oregon and another is located in Idaho. We have an annual alcohol
production capacity of 350 million gallons, comprised of 210
million gallons of fuel-grade ethanol and up to 140 million gallons
of specialty alcohols. We market and distribute all of the alcohols
produced at our facilities as well as fuel-grade ethanol produced
by third parties. In 2021, we marketed and distributed
approximately 480 million gallons combined of our own alcohols as
well as fuel-grade ethanol produced by third parties, and over 1.2
million tons of essential ingredients.
We report our financial and operating performance in three
segments: (1) marketing and distribution, which includes marketing
and merchant trading for company-produced alcohols and essential
ingredients on an aggregated basis and third party fuel-grade
ethanol sales, (2) Pekin production, which includes the production
and sale of alcohols and essential ingredients produced at our
Pekin, Illinois campus, or Pekin Campus, and (3) other production,
which includes the production and sale of renewable fuel and
essential ingredients produced at all of our other production
facilities on an aggregated basis, none of which are individually
so significant as to be considered a reportable segment.
Our mission is to expand our business as a leading producer and
distributor of specialty alcohols and essential ingredients. We
intend to accomplish this goal in part by investing in our
specialized and higher value specialty alcohol production and
distribution infrastructure, expanding production in high-demand
essential ingredients, expanding and extending the sale of our
products into new regional and international markets, building
efficiencies and economies of scale and by capturing a greater
portion of the value stream.
Our wholly-owned subsidiary, Eagle Alcohol Company LLC, or Eagle
Alcohol, specializes in break bulk distribution of specialty
alcohols. Eagle Alcohol purchases bulk alcohol from suppliers and
then stores, denatures, packages and resells alcohol products in
smaller sizes, including tank trucks, totes and drums, that garner
a premium to bulk alcohols. Eagle Alcohol delivers products to
customers in the beverage, food, and related-process industries via
its own dedicated trucking fleet and common carrier.
Production Segments
We produce specialty alcohols, fuel-grade ethanol and essential
ingredients, focusing on four key markets: Health, Home &
Beauty; Food & Beverage; Essential Ingredients; and Renewable
Fuels. Products for the Health, Home & Beauty market include
specialty alcohols used in mouthwash, cosmetics, pharmaceuticals,
hand sanitizers, disinfectants and cleaners. Products for the Food
& Beverage markets include grain neutral spirits used in
alcoholic beverages and vinegar as well as corn germ used for corn
oils. Products for Essential Ingredients markets include dried
yeast, corn gluten meal, corn gluten feed, corn germ and distillers
grains and liquid feed used in commercial animal feed and pet
foods. Our Renewable Fuels products include fuel-grade ethanol and
distillers corn oil used as a feedstock for renewable diesel and
biodiesel fuels.
We produce our alcohols and essential ingredients at our production
facilities described below. Our production facilities located in
Illinois are in the heart of the Corn Belt, benefit from low-cost
and abundant feedstock and enjoy logistical advantages that enable
us to provide our products to both domestic and international
markets via truck, rail or barge. Our production facilities located
in Oregon and Idaho are near their respective fuel and feed
customers, offering significant timing, transportation cost and
logistical advantages.
All of our production facilities are currently operating and have
been operating through all of 2022. As market conditions change, we
may increase, decrease or idle production at one or more operating
facilities or resume operations at any idled facility.
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Annual Alcohol
Production Capacity
(estimated, in gallons) |
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Production Facility |
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Location |
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Fuel-Grade
Ethanol |
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Specialty
Alcohol |
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Pekin Campus |
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Pekin, IL |
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110,000,000 |
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140,000,000 |
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Magic Valley |
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Burley, ID |
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60,000,000 |
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Columbia |
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Boardman, OR |
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40,000,000 |
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Marketing and Distribution Segment
We market and distribute all of the alcohols and essential
ingredients we produce at our facilities. We also market and
distribute alcohol produced by third parties.
We have extensive and long-standing customer relationships, both
domestic and international, for our specialty alcohols and
essential ingredients. These customers include producers and
distributors of ingredients for cosmetics, sanitizers and related
products, distilled spirits producers, food products manufacturers,
producers of personal health/consumer health and personal care
hygiene products, and global trading firms.
Our renewable fuel customers are located throughout the Western and
Midwestern United States and consist of integrated oil companies
and gasoline marketers who blend fuel-grade ethanol into gasoline.
Our customers depend on us to provide a reliable supply of
fuel-grade ethanol and manage the logistics and timing of delivery
with very little effort on their part. Our customers collectively
require fuel-grade ethanol volumes in excess of the supplies we
produce at our facilities. We secure additional fuel-grade ethanol
supplies from third-party producers. We arrange for transportation,
storage and delivery of fuel-grade ethanol purchased by our
customers through our agreements with third-party service providers
in the Western United States as well as in the Midwest from a
variety of sources.
We market our essential ingredient feed products to dairies and
feedlots, in many cases located near our production facilities.
These customers use our feed products for livestock as a substitute
for corn and other sources of starch and protein. We sell our corn
oil to poultry and biodiesel customers. We do not market essential
ingredients from other producers.
Company Information
We are a Delaware corporation formed in February 2005. Our
principal executive offices are located at 1300 South Second
Street, Pekin, Illinois 61554. Our telephone number is (916)
403-2123 and our Internet website is
www.altoingredients.com. The content of our Internet website
does not constitute a part of this prospectus.
Additional information about us and our subsidiaries can be
obtained from the documents incorporated by reference herein. See
“Where You Can Find Additional Information.”
The Offering
Securities offered by the selling
stockholders |
1,282,051 shares of common stock |
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Terms
of this offering |
The selling stockholders may
sell, transfer or otherwise dispose of any or all of the shares of
common stock offered by this prospectus from time to time on Nasdaq
or any other stock exchange, market or trading facility on which
our common stock is traded or in private transactions. The shares
of our common stock offered by this prospectus may be sold at fixed
prices, at market prices prevailing at the time of sale, at prices
related to prevailing market price or at negotiated prices. |
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Nasdaq symbol |
ALTO |
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Use
of Proceeds |
We
will not receive any of the proceeds from the sale of the shares of
common stock being offered under this prospectus. See “Use of
Proceeds.” |
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Risk
Factors |
There are many risks related to our business,
this offering and ownership of the shares of our common stock that
you should consider before you decide to buy the shares of our
common stock in this offering. You should read the
information contained in the “Risk Factors” section beginning on
page 4, as well as other cautionary statements throughout this
prospectus, before investing the shares of our common
stock. |
RISK FACTORS
Investing in our common stock involves significant risks. Before
making an investment decision, you should consider carefully the
risks, uncertainties and other factors described in our most recent
Annual Report on Form 10-K, as supplemented and updated by
subsequent quarterly reports on Form 10-Q and current reports on
Form 8-K that we have filed or will file with the SEC, and in
documents which are incorporated by reference into this
prospectus.
If any of these risks were to occur, our business, affairs,
prospects, assets, financial condition, results of operations and
cash flow could be materially and adversely affected. If this
occurs, the market or trading price of our common stock could
decline, and you could lose all or part of your investment. In
addition, please read “Cautionary Note Regarding Forward-Looking
Statements” in this prospectus, where we describe additional
uncertainties associated with our business and the forward-looking
statements included or incorporated by reference into this
prospectus.
USE OF PROCEEDS
All of the shares of our common stock offered by this prospectus
are being registered for the account of the selling stockholders.
We will not receive any of the proceeds from the sale of these
shares. We have agreed to pay all costs, expenses and fees relating
to the registration of the shares of our common stock covered by
this prospectus. The selling stockholders will bear all commissions
and discounts, if any, attributable to the resale of the shares of
common stock.
DESCRIPTION OF CAPITAL
STOCK
Our authorized capital stock consists of 300,000,000 shares of
common stock, $0.001 par value per share, and 10,000,000 shares of
preferred stock, $0.001 par value per share, of which 1,684,375
shares are designated as Series A Cumulative Redeemable
Convertible Preferred Stock, or the Series A Preferred Stock, and
1,580,790 shares are designated as Series B Cumulative Redeemable
Convertible Preferred Stock, or the Series B Preferred Stock.
As of December 12, 2022, there were 75,154,495 shares of common
stock, 896 shares of non-voting common stock, no shares of Series A
Preferred Stock and 926,942 shares of Series B Preferred Stock
issued and outstanding.
Common Stock
All outstanding shares of our common stock are fully paid and
nonassessable. The following summarizes the rights of holders of
our common stock:
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a holder of common stock is entitled to one vote per share on
all matters to be voted upon generally by the stockholders; |
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subject to preferences that may apply to shares of preferred
stock outstanding, the holders of common stock are entitled to
receive lawful dividends as may be declared by our Board of
Directors, or the Board; |
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upon our liquidation, dissolution or winding up, the holders of
shares of common stock are entitled to receive a pro rata portion
of all our assets remaining for distribution after satisfaction of
all our liabilities and the payment of any liquidation preference
of any outstanding preferred stock; |
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there are no redemption or sinking fund provisions applicable
to our common stock; and |
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there are no preemptive or conversion rights applicable to our
common stock. |
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company, LLC. Its telephone number is
(718) 921-8200.
Non-Voting Common Stock
The rights and preferences of shares of our non-voting common stock
are substantially the same in all respects to the rights and
preferences of shares of our common stock, except that (i) the
holders of shares of non-voting common stock are not entitled to
vote, (ii) shares of non-voting common stock are convertible into
shares of common stock, and (iii) shares of non-voting common stock
are not listed on any stock exchange, including Nasdaq.
The following summarizes the rights of holders of our non-voting
common stock:
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a holder of non-voting common stock is
not entitled to vote on any matter submitted to a vote of the
stockholders, however such holders are entitled to prior notice of,
and to attend and observe, all meetings of the stockholders; |
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subject to preferences that may apply to shares of preferred
stock issued and outstanding, the holders of non-voting common
stock are entitled to receive lawful dividends as may be declared
by the Board on parity in all respects with the holders of common
stock, provided that if the holders of common stock become entitled
to receive a divided or distribution of shares of common stock,
holders of non-voting common stock shall receive, in lieu of the
shares of common stock, an equal number of shares of non-voting
common stock; |
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upon liquidation, dissolution or winding up Alto Ingredients,
the holders of shares of common stock and non-voting common stock
will be entitled to receive a pro rata portion of all of our assets
remaining for distribution after satisfaction of all our
liabilities and the payment of any liquidation preference of any
outstanding preferred stock; |
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there are no redemption or sinking fund provisions applicable
to our non-voting common stock; and |
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there are no preemptive rights applicable to our non-voting
common stock. |
Conversion
Each share of non-voting common stock is convertible at the option
of the holder into one share of our common stock at any time. The
conversion price is subject to customary adjustment for stock
splits, stock combinations, stock dividends, mergers,
consolidations, reorganizations, share exchanges,
reclassifications, distributions of assets and issuances of
convertible securities, and the like.
No shares of non-voting common stock may be converted into common
stock if the holder of such shares or any of its affiliates would,
after such conversion, beneficially own in excess of 9.99% of our
outstanding shares of common stock, which we refer to in this
prospectus as the Blocker. The Blocker applicable to the conversion
of shares of non-voting common stock may be raised or lowered at
the option of the holder to any percentage not in excess of 9.99%,
except that any increase will only be effective upon 61-days’ prior
notice to us.
When shares of non-voting common stock cease to be held by the
initial holder or an affiliate of an initial holder of such shares,
such shares shall automatically convert into one share of our
common stock.
Preferred Stock
Our board of directors is authorized to issue from time to time, in
one or more designated series, any or all of our authorized but
unissued shares of preferred stock with dividend, redemption,
conversion, exchange, voting and other provisions as may be
provided in that particular series. The issuance need not be
approved by holders of our common stock and need only be approved
by holders, if any, of our Series A Preferred Stock and Series B
Preferred Stock if, as described below, the shares of preferred
stock to be issued have preferences that are senior to or on parity
with those of our Series A Preferred Stock and Series B Preferred
Stock.
The rights of the holders of our common stock, Series A Preferred
Stock and Series B Preferred Stock will be subject to, and may be
adversely affected by, the rights of the holders of any preferred
stock that may be issued in the future. Issuance of a new series of
preferred stock, while providing desirable flexibility in
connection with possible acquisitions and other corporate purposes,
could have the effect of entrenching our Board and making it more
difficult for a third-party to acquire, or discourage a third-party
from acquiring, a majority of our outstanding voting stock. The
following is a summary of the terms of the Series A Preferred Stock
and the Series B Preferred Stock.
Series B Preferred Stock
As of December 12, 2022, 926,942 shares of Series B Preferred Stock
were issued and outstanding and an aggregate of 1,419,210 shares of
Series B Preferred Stock had been converted into shares of our
common stock. The converted shares of Series B Preferred Stock have
been returned to undesignated preferred stock. A balance of 653,848
shares of Series B Preferred Stock remain authorized for
issuance.
Rank and Liquidation Preference
Shares of Series B Preferred Stock rank prior to our common stock
as to distribution of assets upon liquidation events, which include
a liquidation, dissolution or winding up of Alto Ingredients,
whether voluntary or involuntary. The liquidation preference of
each share of Series B Preferred Stock is equal to $19.50, or the
Series B Issue Price, plus any accrued but unpaid dividends on the
Series B Preferred Stock. If assets remain after the amounts are
distributed to the holders of Series B Preferred Stock, the assets
shall be distributed pro rata, on an as-converted to common stock
basis, to the holders of our common stock and Series B Preferred
Stock. The written consent of a majority of the outstanding shares
of Series B Preferred Stock is required before we can authorize the
issuance of any class or series of capital stock that ranks senior
to or on parity with shares of Series B Preferred Stock.
Dividend Rights
As long as shares of Series B Preferred Stock remain outstanding,
each holder of shares of Series B Preferred Stock are entitled to
receive, and shall be paid quarterly in arrears, in cash out of
funds legally available therefor, cumulative dividends, in an
amount equal to 7.0% of the Series B Issue Price per share per
annum with respect to each share of Series B Preferred Stock. The
dividends may, at our option, be paid in shares of Series B
Preferred Stock valued at the Series B Issue Price. In the event we
declare, order, pay or make a dividend or other distribution on our
common stock, other than a dividend or distribution made in common
stock, the holders of the Series B Preferred Stock shall be
entitled to receive with respect to each share of Series B
Preferred Stock held, any dividend or distribution that would be
received by a holder of the number of shares of our common stock
into which the Series B Preferred Stock is convertible on the
record date for the dividend or distribution.
The Series B Preferred Stock ranks pari passu with respect to
dividends and liquidation rights with the Series A Preferred Stock
and pari passu with respect to any class or series of capital stock
specifically ranking on parity with the Series B Preferred
Stock.
Optional Conversion Rights
Each share of Series B Preferred Stock is convertible at the option
of the holder into shares of our common stock at any time. Each
share of Series B Preferred Stock is convertible into the number of
shares of common stock as calculated by multiplying the number of
shares of Series B Preferred Stock to be converted by the Series B
Issue Price, and dividing the result thereof by the conversion
price. The conversion price was initially $682.50 per share of
Series B Preferred Stock, subject to adjustment; therefore, each
share of Series B Preferred Stock was initially convertible into
0.03 shares of common stock, which number is equal to the quotient
of the Series B Issue Price of $19.50 divided by the initial
conversion price of $682.50 per share of Series B Preferred Stock.
Accrued and unpaid dividends are to be paid in cash upon any
conversion.
Mandatory Conversion Rights
In the event of a Transaction which will result in an internal rate
of return to holders of Series B Preferred Stock of 25% or more,
each share of Series B Preferred Stock shall, concurrently with the
closing of the Transaction, be converted into shares of common
stock. A “Transaction” is defined as a sale, lease, conveyance or
disposition of all or substantially all of our capital stock or
assets or a merger, consolidation, share exchange, reorganization
or other transaction or series of related transactions (whether
involving us or a subsidiary) in which the stockholders immediately
prior to the transaction do not retain a majority of the voting
power in the surviving entity. Any mandatory conversion will be
made into the number of shares of common stock determined on the
same basis as the optional conversion rights above. Accrued and
unpaid dividends are to be paid in cash upon any conversion.
No shares of Series B Preferred Stock will be converted into common
stock on a mandatory basis unless at the time of the proposed
conversion we have on file with the SEC an effective registration
statement with respect to the shares of common stock issued or
issuable to the holders on conversion of the Series B Preferred
Stock then issued or issuable to the holders and the shares of
common stock are eligible for trading on The Nasdaq Stock Market
(or approved by and listed on a stock exchange approved by the
holders of 66 2/3% of the then outstanding shares of Series B
Preferred Stock).
Conversion Price Adjustments
The conversion price is subject to customary adjustment for stock
splits, stock combinations, stock dividends, mergers,
consolidations, reorganizations, share exchanges,
reclassifications, distributions of assets and issuances of
convertible securities, and the like. The conversion price is also
subject to downward adjustments if we issue shares of common stock
or securities convertible into or exercisable for shares of common
stock, other than specified excluded securities, at per share
prices less than the then effective conversion price. In this
event, the conversion price shall be reduced to the price
determined by dividing (i) an amount equal to the sum of (a) the
number of shares of common stock outstanding immediately prior to
the issue or sale multiplied by the then existing conversion price,
and (b) the consideration, if any, received by us upon such issue
or sale, by (ii) the total number of shares of common stock
outstanding immediately after the issue or sale. For purposes of
determining the number of shares of common stock outstanding as
provided in clauses (i) and (ii) above, the number of shares of
common stock issuable upon conversion of all outstanding shares of
Series B Preferred Stock, and the exercise of all outstanding
securities convertible into or exercisable for shares of common
stock, will be deemed to be outstanding.
The conversion price will not be adjusted in the case of the
issuance or sale of the following: (i) securities issued to our
employees, officers or directors or options to purchase common
stock granted by us to our employees, officers or directors under
any option plan, agreement or other arrangement duly adopted by us
and the grant of which is approved by the compensation committee of
our Board; (ii) the Series B Preferred Stock and any common stock
issued upon conversion of the Series B Preferred Stock; (iii)
securities issued on the conversion of any convertible securities,
in each case, outstanding on the date of the filing of the Series B
Certificate of Designations; and (iv) securities issued in
connection with a stock split, stock dividend, combination,
reorganization, recapitalization or other similar event for which
adjustment is made in accordance with the foregoing.
Voting Rights and Protective Provisions
The Series B Preferred Stock votes together with all other classes
and series of our voting stock as a single class on all actions to
be taken by our stockholders. Each share of Series B Preferred
Stock entitles the holder thereof to the number of votes equal to
the number of shares of common stock into which each share of
Series B Preferred Stock is convertible on all matters to be voted
on by our stockholders, however, the number of votes for each share
of Series B Preferred Stock may not exceed the number of shares of
common stock into which each share of Series B Preferred Stock
would be convertible if the applicable conversion price were
$682.50 (subject to appropriate adjustment for stock splits, stock
dividends, combinations and other similar recapitalizations
affecting the shares).
We are not permitted, without first obtaining the written consent
of the holders of at least a majority of the then outstanding
shares of Series B Preferred Stock voting as a separate class,
to:
|
● |
increase or decrease the total number of authorized shares of
Series B Preferred Stock or the authorized shares of our common
stock reserved for issuance upon conversion of the Series B
Preferred Stock (except as otherwise required by our certificate of
incorporation or the Series B Certificate of Designations); |
|
● |
increase or decrease the number of authorized shares of
preferred stock or common stock (except as otherwise required by
our certificate of incorporation or the Series B Certificate of
Designations); |
|
● |
alter, amend, repeal, substitute or waive any provision of our
certificate of incorporation or our bylaws, so as to affect
adversely the voting powers, preferences or other rights, including
the liquidation preferences, dividend rights, conversion rights,
redemption rights or any reduction in the stated value of the
Series B Preferred Stock, whether by merger, consolidation or
otherwise; |
|
● |
authorize, create, issue or sell any securities senior to or on
parity with the Series B Preferred Stock or securities that are
convertible into securities senior to or on parity with the Series
B Preferred Stock with respect to voting, dividend, liquidation or
redemption rights, including subordinated debt; |
|
● |
authorize, create, issue or sell any securities junior to the
Series B Preferred Stock other than common stock or securities that
are convertible into securities junior to Series B Preferred Stock
other than common stock with respect to voting, dividend,
liquidation or redemption rights, including subordinated debt; |
|
● |
authorize, create, issue or sell any additional shares of
Series B Preferred Stock other than the Series B Preferred Stock
initially authorized, created, issued and sold, Series B Preferred
Stock issued as payment of dividends and Series B Preferred Stock
issued in replacement or exchange therefore; |
|
● |
engage in a Transaction that would result in an internal rate
of return to holders of Series B Preferred Stock of less than
25%; |
|
● |
declare or pay any dividends or distributions on our capital
stock in a cumulative amount in excess of the dividends and
distributions paid on the Series B Preferred Stock in accordance
with the Series B Certificate of Designations; |
|
● |
authorize or effect the voluntary liquidation, dissolution,
recapitalization, reorganization or winding up of our business;
or |
|
● |
purchase, redeem or otherwise acquire any of our capital stock
other than Series B Preferred Stock, or any warrants or other
rights to subscribe for or to purchase, or any options for the
purchase of, our capital stock or securities convertible into or
exchangeable for our capital stock. |
Reservation of Shares
We initially were required to reserve 3,000,000 shares of common
stock for issuance upon conversion of shares of Series B Preferred
Stock and are required to maintain a sufficient number of reserved
shares of common stock to allow for the conversion of all shares of
Series B Preferred Stock.
Series A Preferred Stock
As of December 12, 2022, no shares of Series A Preferred Stock were
issued and outstanding and an aggregate of 5,315,625 shares of
Series A Preferred Stock had been converted into shares of our
common stock and returned to undesignated preferred stock. A
balance of 1,684,375 shares of Series A Preferred Stock remain
authorized for issuance. The rights and preferences of the Series A
Preferred Stock are substantially the same as the Series B
Preferred Stock, except as follows:
|
● |
the Series A Issue Price, on which the Series A Preferred Stock
liquidation preference is based, is $16.00 per share; |
|
● |
dividends accrue and are payable at a rate per annum of 5.0% of
the Series A Issue Price per share; |
|
● |
each share of Series A Preferred Stock is convertible at a rate
equal to the Series A Issue Price divided by an initial conversion
price of $840.00 per share; |
|
● |
holders of the Series A Preferred Stock have a number of votes
equal to the number of shares of common stock into which each share
of Series A Preferred Stock is convertible on all matters to be
voted on by our stockholders, voting together as a single class;
provided, however, that the number of votes for each share of
Series A Preferred Stock shall not exceed the number of shares of
common stock into which each share of Series A Preferred Stock
would be convertible if the applicable conversion price were
$943.95 (subject to appropriate adjustment for stock splits, stock
dividends, combinations and other similar recapitalizations
affecting the shares); and |
|
● |
we are not permitted,
without first obtaining the written consent of the holders of at
least a majority of the then outstanding shares of Series A
Preferred Stock voting as a separate class, to: |
|
o |
change the number of
members of our Board to be more than nine members or less than
seven members; |
|
o |
effect any material
change in our industry focus or that of our subsidiaries,
considered on a consolidated basis; |
|
o |
authorize or engage
in, or permit any subsidiary to authorize or engage in, any
transaction or series of transactions with one of our or our
subsidiaries’ current or former officers, directors or members with
value in excess of $100,000, excluding compensation or the grant of
options approved by our Board; or |
|
o |
authorize or engage
in, or permit any subsidiary to authorize or engage in, any
transaction with any entity or person that is affiliated with any
of our or our subsidiaries’ current or former directors, officers
or members, excluding any director nominated by the initial holder
of the Series B Preferred Stock. |
Preemptive
Rights
Holders of
our Series A Preferred Stock have preemptive rights to purchase a
pro rata portion of all capital stock or securities convertible
into capital stock that we issue, sell or exchange, or agree to
issue, sell or exchange, or reserve or set aside for issuance, sale
or exchange. We must deliver each holder of our Series A Preferred
Stock a written notice of any proposed or intended issuance, sale
or exchange of capital stock or securities convertible into capital
stock which must include a description of the securities and the
price and other terms upon which they are to be issued, sold or
exchanged together with the identity of the persons or entities (if
known) to which or with which the securities are to be issued, sold
or exchanged, and an offer to issue and sell to or exchange with
the holder of the Series A Preferred Stock the holder’s pro rata
portion of the securities, and any additional amount of the
securities should the other holders of Series A Preferred Stock
subscribe for less than the full amounts for which they are
entitled to subscribe. In the case of a public offering of our
common stock for a purchase price of at least $12.00 per share and
a total gross offering price of at least $50 million, the
preemptive rights of the holders of the Series A Preferred Stock
shall be limited to 50% of the securities. Holders of our Series A
Preferred Stock have a 30 day period during which to accept the
offer. We will have 90 days from the expiration of this 30 day
period to issue, sell or exchange all or any part of the securities
as to which the offer has not been accepted by the holders of the
Series A Preferred Stock, but only as to the offerees or purchasers
described in the offer and only upon the terms and conditions that
are not more favorable, in the aggregate, to the offerees or
purchasers or less favorable to us than those contained in the
offer.
The
preemptive rights of the holders of the Series A Preferred Stock do
not apply to any of the following securities: (i) securities issued
to our employees, officers or directors or options to purchase
common stock granted by us to our employees, officers or directors
under any option plan, agreement or other arrangement duly adopted
by us and the grant of which is approved by the compensation
committee of our Board; (ii) the Series A Preferred Stock and any
common stock issued upon conversion of the Series A Preferred
Stock; (iii) securities issued on the conversion of any convertible
securities, in each case, outstanding on the date of the filing of
the Series A Certificate of Designations; (iv) securities issued in
connection with a stock split, stock dividend, combination,
reorganization, recapitalization or other similar event for which
adjustment is made in accordance with the Series A Certificate of
Designations; and (v) the issuance of our securities issued for
consideration other than cash as a result of a merger,
consolidation, acquisition or similar business combination by us
approved by our Board.
Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and
Bylaws
A number
of provisions of Delaware law, our certificate of incorporation and
our bylaws contain provisions that could have the effect of
delaying, deferring and discouraging another party from acquiring
control of Alto Ingredients. These provisions, which are summarized
below, are expected to discourage coercive takeover practices and
inadequate takeover bids. These provisions are also designed to
encourage persons seeking to acquire control of Alto Ingredients to
first negotiate with our Board. We believe that the benefits of
increased protection of our potential ability to negotiate with an
unfriendly or unsolicited acquiror outweigh the disadvantages of
discouraging a proposal to acquire Alto Ingredients because
negotiation of these proposals could result in an improvement of
their terms. However, the existence of these provisions also could
limit the price that investors might be willing to pay for our
securities.
Undesignated
Preferred Stock
The
ability to authorize undesignated preferred stock makes it possible
for our Board to issue preferred stock with voting or other rights
or preferences that could impede the success of any attempt to
acquire us. These and other provisions may have the effect of
deferring hostile takeovers or delaying changes in control or
management of Alto Ingredients.
Advance
Notice Requirements for Stockholder Proposals and Director
Nominations
Our bylaws
provide that a stockholder seeking to bring business before an
annual meeting of stockholders, or to nominate candidates for
election as directors, must provide timely notice of such
stockholder’s intention in writing. To be timely, a stockholder
nominating individuals for election to the Board or proposing
business must provide advanced notice to Alto Ingredients (a) not
later than the close of business on the 90th day, nor earlier than
the close of business on the 120th day in advance of the
anniversary of the previous year’s annual meeting if such meeting
is to be held on a day which is not more than thirty (30) days in
advance of the anniversary of the previous year’s annual meeting or
not later than seventy (70) days after the anniversary of the
previous year’s annual meeting, and (b) with respect to any other
annual meeting of stockholders, the close of business on the 10th
day following the date of public disclosure of the date of such
meeting. In the event we call a special meeting of stockholders for
the purpose of electing one or more directors to the Board, any
stockholder entitled to vote in such election of directors may
nominate a person or persons (as the case may be) for election to
such position(s) as specified in our notice of meeting, if the
stockholder’s notice is delivered to us not later than the close of
business on the 90th day prior to such special meeting and not
earlier than the close of business on the later of the 120th day
prior to such special meeting or the 10th day following the date of
public disclosure of the date of the special meeting and of the
nominees proposed by the Board to be elected at such
meeting.
Delaware
Anti-Takeover Statute
We are
subject to the provisions of Section 203 of the Delaware General
Corporation Law, which we refer to in this prospectus as Section
203, regulating corporate takeovers. In general, Section 203
prohibits a publicly-held Delaware corporation from engaging, under
specified circumstances, in a business combination with an
interested stockholder for a period of three years following the
date the person became an interested stockholder unless:
|
● |
prior
to the date of the transaction, the board of directors of the
corporation approved either the business combination or the
transaction which resulted in the stockholder becoming an
interested stockholder; |
|
● |
upon
consummation of the transaction that resulted in the stockholder
becoming an interested stockholder, the stockholder owned at least
85% of the voting stock of the corporation outstanding at the time
the transaction commenced, excluding for purposes of determining
the number of shares of voting stock outstanding (but not the
outstanding voting stock owned by the stockholder) (1) shares owned
by persons who are directors and also officers and (2) shares owned
by employee stock plans in which employee participants do not have
the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer;
or |
|
● |
on or
subsequent to the date of the transaction, the business combination
is approved by the board and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66-2/3% of the outstanding voting
stock that is not owned by the interested stockholder. |
Generally,
a business combination includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the
interested stockholder. An interested stockholder is a person who,
together with affiliates and associates, owns or, within three
years prior to the determination of interested stockholder status,
did own 15% or more of a corporation’s outstanding voting
securities. We expect the existence of this provision to have an
anti-takeover effect with respect to transactions the Board does
not approve in advance. We also anticipate that Section 203 may
also discourage attempts that might result in a premium over the
market price for the shares of our common stock held by
stockholders.
The
provisions of Delaware law, our certificate of incorporation and
our bylaws could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also
inhibit temporary fluctuations in the market price of our common
stock that often result from actual or rumored hostile takeover
attempts. These provisions may also have the effect of preventing
changes in our management. It is possible that these provisions
could make it more difficult to accomplish transactions that
stockholders may otherwise deem to be in their best
interests.
SELLING
STOCKHOLDERS
On
November 7, 2022, we entered into the Credit Agreement with the
selling stockholders listed below and other signatories thereto.
Pursuant to the terms of the Credit Agreement, on November 23, 2022
we issued to the selling stockholders an aggregate of 1,282,051
shares of our common stock. In connection with entering into the
Credit Agreement, we entered into the Registration Rights Agreement
with the selling stockholders under which we are required to
register the resale of the shares of Common Stock issued under the
terms of the Credit Agreement.
This
prospectus covers the offer, resale or other distribution by the
selling stockholders of up to an aggregate of 1,282,051 shares of
our common stock. We are registering the shares of common stock in
order to permit the selling stockholders to offer the shares for
resale from time to time.
The table below lists the selling stockholders and other
information regarding the beneficial ownership of the shares of
common stock held by each selling stockholder. The second column
lists the number of shares of common stock beneficially owned by
each selling stockholder, based on its ownership of shares of
common stock as of December 12, 2022.
The third
column lists the shares of common stock being offered by this
prospectus by each selling stockholder. The selling stockholders
may sell all, some or none of their shares in this offering. See
“Plan of Distribution.”
The fourth
column assumes the sale of all of the shares of common stock
offered by the selling stockholders under this
prospectus.
Except as
disclosed in the footnotes to the table below, each selling
stockholder has represented to us that it is not a broker-dealer,
or affiliated with or associated with a broker-dealer, registered
with the SEC or designated as a member of the Financial Industry
Regulatory Authority. The shares of common stock being offered
under this prospectus may be offered for sale from time to time
during the period the registration statement of which this
prospectus is a part remains effective, by or for the account of
the selling stockholders listed below.
Beneficial ownership is determined in accordance with the rules of
the SEC, which includes voting or investment power with respect to
the securities. To our knowledge, except as indicated by footnote,
and subject to community property laws where applicable, the
persons named in the table below have sole voting and investment
power with respect to all shares of common stock shown as
beneficially owned by them. Except as indicated by footnote, all
shares of common stock underlying derivative securities, if any,
that are currently exercisable or convertible or are scheduled to
become exercisable or convertible for or into shares of common
stock within 60 days after December 12, 2022 are deemed to be
outstanding for the purpose of calculating the percentage ownership
of each listed person or group but are not deemed to be outstanding
as to any other person or group.
Because
each selling stockholder may dispose of all, none or some portion
of their securities, no estimate can be given as to the number of
securities that will be beneficially owned by a selling stockholder
upon termination of this offering. See “Plan of Distribution.” For
purposes of the table below, however, we have assumed that after
termination of this offering none of the securities covered by this
prospectus will be beneficially owned by the selling stockholders
and we further assumed that the selling stockholders will not
acquire beneficial ownership of any additional securities during
the offering. In addition, the selling stockholders may have sold,
transferred or otherwise disposed of, or may sell, transfer or
otherwise dispose of, at any time and from time to time, our
securities in transactions exempt from the registration
requirements of the Securities Act after the date on which the
information in the table is presented. This information is based
upon our review of public filings, our stockholder register and
information furnished by the selling stockholders.
Except as
otherwise disclosed in the footnotes below, no selling stockholder
has, or within the past three years has had, any position, office
or other material relationship with us.
Information about the
selling stockholders may change over time. Any changed information
will be set forth in an amendment to the registration statement (of
which this prospectus forms a part) or a supplement to this
prospectus, to the extent required by law.
The
selling stockholders may sell all, some or none of their shares in
this offering. See “Plan of Distribution.”
|
|
Shares
of
Common Stock
Beneficially Owned Prior |
|
|
Maximum
Number of shares
of Common Stock
to be Sold
Pursuant to |
|
|
Shares
of
Common Stock
Beneficially Owned
After Offering(2) |
|
Name of
Beneficial Owner |
|
to Offering |
|
|
this
Prospectus |
|
|
Number |
|
|
Percentage |
|
Orion Energy Credit
Opportunities Fund III, L.P.(1) |
|
|
847,858 |
|
|
|
847,858 |
|
|
|
- |
|
|
|
- |
|
Orion Energy Credit
Opportunities Fund III PV, L.P.(1) |
|
|
388,747 |
|
|
|
388,747 |
|
|
|
- |
|
|
|
- |
|
Orion Energy Credit
Opportunities Fund III GPFA, L.P.(1) |
|
|
29,475 |
|
|
|
29,475 |
|
|
|
- |
|
|
|
- |
|
Orion Energy Credit
Opportunities Fund III GPFA PV, L.P.(1) |
|
|
15,971 |
|
|
|
15,971 |
|
|
|
- |
|
|
|
- |
|
(1) |
Orion Energy Credit
Opportunities Fund III GP, L.P. is the general partner of the named
selling stockholder. Orion Energy Credit Opportunities Fund III
Holdings, LLC is the general partner of Orion Energy Credit
Opportunities Fund III GP, L.P. Nazar Massouh and Gerrit Nicholas
are the Chief Executive Officer and Chief Investment Officer,
respectively, of Orion Energy Credit Opportunities Fund III
Holdings, LLC, each of whom disclaims beneficial ownership of the
shares of common stock held by the named selling
stockholder. |
(2) |
Assumes all shares
being offered under this prospectus are sold. |
Description of
Private Placement of Common Stock
Credit
Agreement
On
November 7, 2022, we entered into the Credit Agreement with the
lender parties thereto. The Credit Agreement contains customary
terms and conditions for a transaction of this type. The
representations, warranties and covenants contained in the Credit
Agreement were made only for purposes of such agreement and as of
specific dates, were solely for the benefit of the parties to such
agreement and may be subject to limitations agreed upon by the
contracting parties.
The
foregoing description of the Credit Agreement is not complete and
is subject to and qualified in its entirety by reference to the
Credit Agreement, a copy of which was filed as an exhibit to our
Current Report on Form 8-K filed with the SEC on November 14, 2022
and incorporated herein by reference.
Registration Rights
Agreement
In
connection with entering into the Credit Agreement, on November 7,
2022, we also entered into the Registration Rights Agreement with
the lenders under the Credit Agreement, pursuant to which, among
other things, we agreed to prepare and file a registration
statement with respect to the shares of our common stock issued to
the lender parties under the Credit Agreement with the SEC within
10 business days after having received all information from the
selling stockholders to be included in the selling stockholder
table above. The Registration Rights Agreement contains customary
terms and conditions for a transaction of this type. The
representations, warranties and covenants contained in the Credit
Agreement and the representations and warranties of the selling
stockholders relating to our issuance of shares of common stock to
the selling stockholders contained in a certificate delivered by
selling stockholders to us November 7, 2022 were made only for
purposes of such agreement and certificate and as of specific
dates, were solely for the benefit of the parties to such agreement
and certificate and may be subject to limitations agreed upon by
the contracting parties.
The
foregoing description of the Registration Rights Agreement is not
complete and is subject to and qualified in its entirety by
reference to the Registration Rights Agreement, a copy of which was
filed as an exhibit to our Current Report on Form 8-K filed with
the SEC on November 14, 2022 and incorporated herein by
reference.
This
prospectus is being filed pursuant to the terms of the registration
rights granted pursuant to the Registration Rights
Agreement.
PLAN OF
DISTRIBUTION
We are
registering the shares of common stock to permit the resale of
these shares of common stock by the selling stockholders from time
to time after the date of this prospectus. We will not receive any
of the proceeds from the sale by the selling stockholders of the
shares of common stock. We will bear all fees and expenses incident
to our obligation to register the shares of common
stock.
Each
selling stockholder may sell all or a portion of the shares of
common stock held by it and offered hereby from time to time
directly or through one or more underwriters, broker-dealers or
agents. If the shares of common stock are sold through underwriters
or broker-dealers, the selling stockholders will be responsible for
underwriting discounts or commissions or agent’s commissions. The
shares of common stock may be sold in one or more transactions at
fixed prices, at prevailing market prices at the time of the sale,
at varying prices determined at the time of sale or at negotiated
prices. These sales may be effected in transactions, which may
involve crosses or block transactions, pursuant to one or more of
the following methods:
|
● |
on any
national securities exchange or quotation service on which the
securities may be listed or quoted at the time of sale; |
|
● |
in the
over-the-counter market; |
|
● |
in
transactions otherwise than on these exchanges or systems or in the
over-the-counter market; |
|
● |
through the writing or
settlement of options, whether such options are listed on an
options exchange or otherwise; |
|
● |
ordinary brokerage
transactions and transactions in which the broker-dealer solicits
purchasers; |
|
● |
block
trades in which the broker-dealer will attempt to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction; |
|
● |
purchases by a
broker-dealer as principal and resale by the broker-dealer for its
account; |
|
● |
an
exchange distribution in accordance with the rules of the
applicable exchange; |
|
● |
privately negotiated
transactions; |
|
● |
short
sales made after the date the registration statement of which this
prospectus forms a part is declared effective by the
SEC; |
|
● |
broker-dealers may
agree with the selling stockholders to sell a specified number of
such shares at a stipulated price per share; |
|
● |
a
combination of any such methods of sale; and |
|
● |
any
other method permitted pursuant to applicable law. |
The
selling stockholders may also sell the shares of common stock under
Rule 144 promulgated under the Securities Act, or any other
exemption under the Securities Act, if available, rather than under
this prospectus. In addition, the selling stockholders may transfer
the shares of common stock by other means not described in this
prospectus. If the selling stockholders effect such transactions by
selling shares of common stock to or through underwriters,
broker-dealers or agents, such underwriters, broker-dealers or
agents may receive commissions in the form of discounts,
concessions or commissions from the selling stockholders or
commissions from purchasers of the shares of common stock for whom
they may act as agent or to whom they may sell as principal (which
discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection
with sales of the shares of common stock or otherwise, the selling
stockholders may enter into hedging transactions with
broker-dealers, which may in turn engage in short sales of the
shares of common stock in the course of hedging in positions they
assume. The selling stockholders may also sell the shares of common
stock short and deliver the shares of common stock covered by this
prospectus to close out short positions and to return borrowed
shares in connection with such short sales. The selling
stockholders may also loan or pledge the shares of common stock to
broker-dealers that in turn may sell such shares.
Each
selling stockholder may pledge or grant a security interest in some
or all of the shares of common stock owned by it and, if it
defaults in the performance of its secured obligations, the
pledgees or secured parties may offer and sell the shares of common
stock from time to time pursuant to this prospectus or any
amendment to this prospectus under Rule 424(b)(3) or other
applicable provision of the Securities Act amending, if necessary,
the selling stockholders list to include the pledgee, transferee or
other successors in interest as a selling stockholders under this
prospectus. The selling stockholders also may transfer and donate
the shares of common stock in other circumstances in which case the
transferees, donees, pledgees or other successors in interest will
be the selling beneficial owners for purposes of this
prospectus.
To the
extent required by the Securities Act and the rules and regulations
thereunder, the selling stockholders and any broker-dealer
participating in the distribution of the shares of common stock may
be deemed to be “underwriters” within the meaning of the Securities
Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting
commissions or discounts under the Securities Act. At the time a
particular offering of the shares of common stock is made, a
prospectus supplement, if required, will be distributed, which will
set forth the aggregate amount of shares of common stock being
offered and the terms of the offering, including the name or names
of any broker-dealers or agents, any discounts, commissions and
other terms constituting compensation from the selling stockholders
and any discounts, commissions or concessions allowed or re-allowed
or paid to broker-dealers.
Under the
securities laws of some states, the shares of common stock may be
sold in such states only through registered or licensed brokers or
dealers. In addition, in some states the shares of common stock may
not be sold unless such shares have been registered or qualified
for sale in such state or an exemption from registration or
qualification is available and is complied with.
There can
be no assurance that any selling stockholder will sell any or all
of the shares of common stock registered pursuant to the
registration statement, of which this prospectus forms a
part.
The
selling stockholders and any other person participating in such
distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including,
without limitation, to the extent applicable, Regulation M of the
Exchange Act, which may limit the timing of purchases and sales of
any of the shares of common stock by the selling stockholders and
any other participating person. To the extent applicable,
Regulation M may also restrict the ability of any person engaged in
the distribution of the shares of common stock to engage in
market-making activities with respect to the shares of common
stock. All of the foregoing may affect the marketability of the
shares of common stock and the ability of any person or entity to
engage in market-making activities with respect to the shares of
common stock.
Once sold
under the registration statement, of which this prospectus forms a
part, the shares of common stock will be freely tradable in the
hands of persons other than our affiliates.
LEGAL
MATTERS
The
validity of the securities being offered by this prospectus will be
passed upon by Troutman Pepper Hamilton Sanders LLP, Irvine,
California.
EXPERTS
The
consolidated financial statements of Alto Ingredients, Inc. as of
December 31, 2021 and 2020 and for each of the years in the
three-year period ended December 31, 2021, and the effectiveness of
internal control over financial reporting as of December 31, 2021,
incorporated in this Prospectus by reference from Alto Ingredient’s
Annual Report on Form 10-K for the year ended December 31, 2021,
have been audited by RSM US LLP, an independent registered public
accounting firm, as stated in their reports thereon, incorporated
herein by reference, and have been incorporated in this Prospectus
and Registration Statement in reliance upon such reports and upon
the authority of such firm as experts in accounting and
auditing.
WHERE YOU CAN FIND
ADDITIONAL INFORMATION
We have
filed with the SEC a registration statement on Form S-3 under the
Securities Act, and the rules and regulations promulgated under the
Securities Act, with respect to the securities offered under this
prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information
contained in the registration statement and the exhibits and
schedules to the registration statement. Many of the contracts and
documents described in this prospectus are filed as exhibits to the
registration statements and you may review the full text of these
contracts and documents by referring to these exhibits.
For
further information with respect to us and the securities offered
under this prospectus, reference is made to the registration
statement and its exhibits and schedules. We file reports,
including annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K with the SEC.
The SEC
maintains an Internet web site that contains reports, proxy and
information statements and other information regarding issuers,
including Alto Ingredients, that file electronically with the SEC.
The SEC’s Internet website address is http://www.sec.gov.
Our Internet website address is
http://www.altoingredients.com.
We do not
anticipate that we will send an annual report to our stockholders
until and unless we are required to do so by the rules of the
SEC.
All
trademarks or trade names referred to in this prospectus are the
property of their respective owners.
INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” the information we file
with the SEC. This means that we can disclose important information
to you by referring you to another filed document. Any information
referred to in this way is considered part of this prospectus from
the date we file that document. Any reports filed by us with the
SEC after the date of this prospectus and before the date that the
offering of the securities by means of this prospectus is
terminated will automatically update and, where applicable,
supersede any information contained in this prospectus or
incorporated by reference in this prospectus. Accordingly, we
incorporate by reference the following documents or information
filed with the SEC:
|
● |
Our
Current Reports on Form 8-K, which we filed with the SEC on
March 10, 2022,
May 9, 2022,
June 1, 2022,
June 23, 2022,
August 8, 2022,
November 7, 2022 and
November 14, 2022; |
|
● |
Our Quarterly Report
on
Form 10-Q for the quarterly period ended September 30, 2022,
which we filed with the SEC on November 9, 2022; |
|
● |
Our
Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2022, which
we filed with the SEC on August 9, 2022; |
|
● |
Our
Quarterly Report on
Form 10-Q for the quarterly period ended March 31, 2022, which
we filed with the SEC on May 10, 2022; |
|
● |
Our
Annual Report on
Form 10-K for the fiscal year ended December 31, 2021, which we
filed with the SEC on March 15, 2022; |
|
● |
Our
revised Definitive Proxy Statement on
Form 14A, which we filed with the SEC on June 17,
2022; |
|
● |
Our
amended Definitive Proxy Statement on
Form 14A, which we filed with the SEC on May 2,
2022; |
|
● |
Our
Definitive Proxy Statement on
Form 14A, which we filed with the SEC on May 2,
2022; |
|
● |
The
description of our capital stock contained in
Exhibit 4.1 of our Annual Report on Form 10-K, which we filed
with the SEC on March 30, 2020; and |
|
● |
All
documents filed by us in accordance with Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act on or after the date of this
prospectus and before the termination of an offering under this
prospectus, other than documents or information deemed furnished
and not filed in accordance with SEC rules. |
We will
provide a copy of the documents we incorporate by reference, at no
cost, to any person who received this prospectus. To request a copy
of any or all of these documents, you should write or telephone us
at: Investor Relations, Alto Ingredients, Inc., 1300 South Second
Street, Pekin, Illinois 61554, (916) 403-2123. In addition, each
document incorporated by reference is readily accessible on our
website at www.altoingredients.com.
17
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