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  4. [8-K] Alto Ingredients, Inc. Reports Material Event

Alto Ingredients (NASDAQ: ALTO) launches $50M at-the-market stock facility

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Alto Ingredients, Inc. entered into an At-The-Market Issuance Sales Agreement on August 5, 2026 with Craig-Hallum Capital Group LLC as designated sales agent, and The Benchmark Company, LLC and H.C. Wainwright & Co., LLC as additional agents. The program allows the company to offer and sell shares of common stock with an aggregate offering price of up to $50.0 million from time to time.

The shares will be issued under an effective Form S-3 shelf registration and a related prospectus supplement, with sales deemed “at the market offerings” under Rule 415. Alto expects to use any net proceeds for general corporate purposes, including working capital and capital expenditures. The agents will earn a 3.0% commission on gross proceeds, and the company is not obligated to sell, with no assurance that any shares will be sold before the agreement terminates.

Positive

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Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM Program Size $50.0 million Aggregate offering price of common stock under the at-the-market program
Agent Commission Rate 3.0% Commission on aggregate gross proceeds from any sales under the Sales Agreement
Par Value per Share $0.001 Par value of Alto Ingredients common stock eligible to be sold
Sales Agreement Date August 5, 2026 Date Alto Ingredients entered the At-The-Market Issuance Sales Agreement
Shelf Registration Effective Date May 22, 2026 Date Form S-3 (No. 333-295723) was declared effective by the SEC
At-The-Market Issuance Sales Agreement financial
"entered into an At-The-Market Issuance Sales Agreement with Craig-Hallum"
An at-the-market issuance sales agreement lets a company sell newly created shares directly into the public market at the current market price through a broker, on an ongoing basis rather than in one large deal. For investors, it matters because it can provide the company with flexible cash like adding fuel a little at a time, but it can also reduce each existing share’s ownership percentage and put downward pressure on the stock if sales are large.
shelf registration statement regulatory
"issued pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
Rule 415 regulatory
"offerings that are deemed to be “at the market offerings” as defined in Rule 415"
Rule 415 is a U.S. Securities and Exchange Commission regulation that lets a company register securities ahead of time and then offer them for sale in pieces over an extended period under a “shelf” registration, so offerings can be launched quickly when market conditions suit the issuer. For investors, it signals that management has a ready way to raise capital fast—useful for seizing opportunities but potentially dilutive to existing shareholders, like a company pre-loading a credit line it can tap as needed.
prospectus supplement regulatory
"as supplemented by a prospectus supplement filed with the SEC on August 5, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Alto Ingredients (ALTO) put in place on August 5, 2026?
Alto Ingredients (ALTO) entered an At-The-Market Issuance Sales Agreement on August 5, 2026, allowing it to sell up to $50.0 million of common stock under its Form S-3 shelf registration through designated sales agents on a continuing, discretionary basis.

How large is Alto Ingredients' (ALTO) new at-the-market equity program?
The at-the-market equity program permits Alto Ingredients (ALTO) to sell common stock with an aggregate offering price of up to $50.0 million. Sales may occur from time to time, at the company’s discretion, through Craig-Hallum, The Benchmark Company, and H.C. Wainwright as agents.

What will Alto Ingredients (ALTO) use potential ATM proceeds for?
Alto Ingredients (ALTO) currently intends to use any net proceeds from the at-the-market program for general corporate purposes, including working capital and capital expenditures. Actual use of proceeds will depend on the amount of stock sold and the company’s needs.

Which firms are acting as agents in Alto Ingredients' (ALTO) ATM program?
Craig-Hallum Capital Group LLC is the designated sales agent for Alto Ingredients (ALTO), with The Benchmark Company, LLC and H.C. Wainwright & Co., LLC also acting as Agents. They will use commercially reasonable efforts to sell shares subject to Alto’s instructions.

What fees will Alto Ingredients (ALTO) pay under the ATM Sales Agreement?
Under the Sales Agreement, Alto Ingredients (ALTO) will pay the agents a 3.0% commission on the aggregate gross proceeds from any stock sales and will reimburse certain expenses. The company is not obligated to sell any shares under the agreement.

Is Alto Ingredients (ALTO) required to sell shares under the ATM agreement?
Alto Ingredients (ALTO) is not obligated to sell any shares under the Sales Agreement. There is no assurance that it will sell shares, or regarding the price, amount, or timing of any sales that may occur before the agreement terminates.
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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

 

3

 

Source: View Original Filing on SEC EDGAR

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