Alto Ingredients, Inc.
4.70%
3,625,000
778164
021513106
Mar 16, 2025
Mar 18, 2025, 09:54 AM
Reporting Persons (4)
| Name | Type | % of Class | Aggregate | Sole Voting | Shared Voting |
|---|---|---|---|---|---|
| Radoff Bradley Louis | Individual | 4.70% | 3,625,000 | 3,300,000 | 325,000 |
| Torok Michael | Individual | 1.70% | 1,300,000 | 500,000 | 800,000 |
| JEC II Associates, LLC | Other | 1.00% | 800,000 | 0 | 800,000 |
| Radoff Family Foundation | CO | 0.40% | 325,000 | 0 | 325,000 |
Disclosure Items (6)
Common Stock, $0.001 par value
Alto Ingredients, Inc.
400 CAPITOL MALL, SUITE 2060, SACRAMENTO, CA, 95814
Item 2(a) is hereby amended to add the following: Following the entry into the Agreement, as defined and described in Item 4 below, on March 18, 2025, the Reporting Persons mutually agreed in writing to terminate the Group Agreement pursuant to Section 9 thereof (the "Termination Agreement"). In connection with the Termination Agreement, which is attached as Exhibit 99.2 hereto and incorporated herein by reference, the Reporting Persons are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1 to the Schedule 13D.
Item 5(a) is hereby amended and restated to read as follows: The aggregate percentage of Shares reported owned by each person named herein is based on 76,611,090 Shares outstanding as of March 12, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025. As of the date hereof, the Radoff Foundation directly beneficially owned 325,000 Shares, constituting approximately 0.4% of the Shares outstanding. As of the date hereof, Mr. Radoff directly beneficially owned 3,300,000 Shares, constituting approximately 4.3% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 325,000 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 3,625,000 Shares, constituting approximately 4.7% of the Shares outstanding. As of the date hereof, JEC II directly beneficially owned 800,000 Shares, constituting approximately 1.0% of the Shares outstanding. As of the date hereof, Mr. Torok directly beneficially owned 500,000 Shares, constituting approximately 0.7% of the Shares outstanding. Mr. Torok, as the Manager of JEC II, may be deemed to beneficially own the 800,000 Shares beneficially owned by JEC II, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,300,000 Shares, constituting approximately 1.7% of the Shares outstanding. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own.
Item 5(c) is hereby amended and restated to read as follows: There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D.
Item 5(e) is hereby amended and restated to read as follows: As of March 18, 2025, effective upon the Termination Agreement, the Reporting Persons ceased to collectively beneficially own over 5% of the Shares.
Item 6 is hereby amended to add the following: On March 17, 2025, the Radoff/Torok Group and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto. On March 18, 2025, the Reporting Persons executed the Termination Agreement, thereby terminating the Group Agreement. A copy of the Termination Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 7 is hereby amended to add the following exhibits: 99.1 - Agreement, dated March 17, 2025, by and among the Issuer, Bradley L. Radoff and Michael Torok. 99.2 - Termination Agreement, dated March 18, 2025.