Alto Ingredients與三家券商簽訂5,000萬美元市價發行協議

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 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of
earliest event reported):  August
5, 2026

  

 
 ALTO INGREDIENTS, INC.

 
 (Exact Name of Registrant as Specified in Charter)

 

 

 
 Delaware
  
 000-21467
  
 41-2170618

 
 (State or Other Jurisdiction

of Incorporation)
  
 (Commission File Number)
  
 (IRS Employer

Identification No.)

 

 
 1300 South Second Street 

Pekin, Illinois
  
 61554

 
 (Address of Principal Executive Offices)
  
 (Zip Code)

 

 

Registrant’s Telephone
Number, Including Area Code: (833)
710-2586

 

N/A

 

(Former Name or Former Address, if Changed Since
Last Report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):

 

 
  ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
  ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
  ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
  ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Securities registered pursuant to Section 12(b)
of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 
 Common Stock, $0.001 par value
  
 ALTO
  
 
 The Nasdaq Stock Market LLC

 (Nasdaq Capital Market)

 
 

Indicate by check mark whether the
registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

 

 Item 1.01. Entry into a Material Definitive Agreement.

 

On August 5, 2026, Alto Ingredients,
Inc. (the “Company”) entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Craig-Hallum
Capital Group LLC (the “Designated Agent”), The Benchmark Company, LLC and H.C. Wainwright & Co., LLC (each, an “Agent,”
and collectively, the “Agents”). In accordance with the terms of the Sales Agreement, from time-to-time the Company may offer
and sell shares of its common stock, $0.001 par value per share (the “Shares”), having an aggregate offering price of up to
$50.0 million (the “Offering”), through the Designated Agent acting as designated sales agent and/or to any Agent selected
by the Company, acting as principal.

 

Any Shares offered and sold in
the Offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 (No. 333-295723) (the “Registration
Statement”), which was initially filed with the Securities and Exchange Commission (the “SEC”) on May 8, 2026, and declared
effective on May 22, 2026, including the base prospectus contained in the Registration Statement, as supplemented by a prospectus supplement
filed with the SEC on August 5, 2026 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
The Company currently intends to use the net proceeds from the Offering, if any, for general corporate purposes, including working capital
and capital expenditures.

 

Sales of Shares, if any, under
the Sales Agreement may be made in any transactions permitted by law that are deemed to be “at the market offerings” as defined
in Rule 415 under the Securities Act. The Agents will use commercially reasonable efforts to sell the Shares from time to time, based
upon instructions from the Company (including any price, time or size limits or other customary parameters or conditions the Company may
impose).

 

The Sales Agreement contains
customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Agents, including
for liabilities under the Securities Act, other obligations of the parties and termination provisions. Under the terms of the Sales Agreement,
the Company will pay the Agents a commission equal to 3.0% of the aggregate gross proceeds from the Offering. The Company will also reimburse
the Agents for certain expenses incurred in connection with the Sales Agreement.

 

The Company is not obligated
to make any sales of Shares under the Sales Agreement. No assurance can be given that the Company will sell any Shares under the Sales
Agreement, or, if it does, as to the price or amount of Shares that it sells or the dates when such sales will take place. The offering
of Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all Shares subject to the Sales Agreement
and (ii) the termination of the Sales Agreement in accordance with its terms.

 

The foregoing description of
the Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such document. A copy of the Sales
Agreement is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

 1

 

 

 

A copy of the opinion of Troutman
Pepper Locke LLP relating to the validity of the Shares to be issued in the Offering is filed herewith as Exhibit 5.1.

 

This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of an offer to buy any Shares, nor shall there be any sale of such Shares in
any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state. The provisions of the Sales Agreement, including the representations and warranties contained therein, are not for
the benefit of any party other than the parties to the Sales Agreement and are not intended as a document for investors or the public
to obtain factual information about the Company’s current state of affairs. Rather, investors and the public should look to other
disclosures contained in the Company’s public filings with the SEC.

 

 Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Number
  Description

5.1
  Opinion of Troutman Pepper Locke LLP

10.1
  At-The-Market Issuance Sales Agreement, dated as of August 5, 2026, by and among Alto Ingredients, Inc., Craig-Hallum Capital Group LLC, The Benchmark Company, LLC and H.C. Wainwright & Co., LLC

 23.1
  
 Consent of Troutman Pepper Locke (contained in Exhibit 5.1)

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

  

 2

 

 

 

SIGNATURES

 

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 hereunto
duly authorized.

 

 
 Date: August 7, 2026
 ALTO INGREDIENTS, INC.

 
  
  

 
  
 By:
 /s/ ROBERT R. OLANDER

 
  
  
 Robert R. Olander,

 
  
  
 Chief Financial Officer

 

 

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