What changed in this filing

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Item 1A. Risk Factors

2023-11-08 compared with 2023-08-08 · 80 added, 75 removed, 406 unchanged (28% of the section changed)

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to purchase, hold or sell our common stock, you should carefully consider the risks described below in addition to the other information

contained in this Report and in our other filings with the Securities and Exchange Commission, including subsequent reports on Forms 10-Q

contained in this Report and in our other filings with the Securities and Exchange Commission, including subsequent reports on Forms 10-K,

10-Q and 8-K.

The risks and uncertainties described below are not the only ones we face.

Additional risks and uncertainties not presently known

to us or that we currently deem immaterial may also affect our business.

If any of these known or unknown risks or uncertainties actually

occurs with material adverse effects on Alto Ingredients, our business, financial condition, results of operations and/or liquidity could

be seriously harmed.

In that event, the market price for our common stock will likely decline, and you may lose all or part of your investment.

Additional risks and uncertainties not presently

known to us or that we currently deem immaterial may also affect our business.

If any of these known or unknown risks or uncertainties

actually occurs with material adverse effects on Alto Ingredients, our business, financial condition, results of operations and/or liquidity

could be seriously harmed.

In that event, the market price for our common stock will likely decline, and you may lose all or part of your

Risks Related to our Business

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Lower fertilizer supplies and higher

prices may also impact future growing seasons, further impacting grain supplies and prices.

India also recently banned certain rice exports

to ensure adequate domestic availability at reasonable prices.

Wheat, corn, rice and other grains are considered economic substitutes

and their relative prices affect one another to varying degrees.

Given higher global grain prices, U.S.

farmers may prefer to lock in

prices and export additional volumes, reducing domestic grain supplies and resulting in further inflationary pressures on key production

prices may also impact yields in future growing seasons, further impacting grain supplies and prices.

India also recently banned certain

rice exports to ensure adequate domestic availability at reasonable prices.

Wheat, corn, rice and other grains are considered economic

substitutes and their relative prices affect one another to varying degrees.

Higher global grain prices may induce U.S.

farmers to lock

in prices and export additional volumes, reducing domestic grain supplies and resulting in further inflationary pressures on key production

Even if inflation stabilizes or abates, the prices

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Disruptions in our production or distribution, including

as a result of climate change and other weather effects, may adversely affect our business, results of operations and financial condition.

from climate change and other weather effects, may adversely affect our business, results of operations and financial condition.

Our business depends on the continuing availability

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the following:

● water is one of our key production inputs;

water resource

limitations may result from drought and other inclement weather;

is one of our key production inputs;

water resource limitations may result from drought and

other inclement weather;

water resource limitations may also result from rationing and other

governmental regulations limiting water use;

● higher water temperatures due to increased global or regional

temperatures may negatively affect production efficiencies due to water temperature production requirements given the poor cooling capacities

of our older facilities;

● flooding and other inclement weather may negatively affect

our river access, other transportation logistics and costs, and storage requirements;

● an overall increase in energy costs will negatively impact

our production costs generally and may critically impact certain high energy-intensive production technologies, such as our wet milling

and multiple distillation processes for high-quality alcohol;

● regulatory and market transition away from combustion fuels

and fuel-grade ethanol blending may threaten the viability of our renewable fuels business;

● costs and regulatory burdens associated with governmental

regulations that limit or tax greenhouse gas emissions, such as carbon dioxide, from alcohol production and distribution, or from truck

transport and packaging associated with Eagle Alcohol’s business and use of drums and totes, will negatively impact us.

water temperatures due to increased global or regional temperatures may negatively affect

production efficiencies due to water temperature production requirements given the poor cooling

capacities of our older facilities;

and other inclement weather may negatively affect our river access, other transportation

logistics and costs, and storage requirements;

overall increase in energy costs will negatively impact our production costs generally and

may critically impact certain high energy-intensive production technologies, such as our

wet milling and multiple distillation processes for high-quality alcohol;

and market transition away from combustion fuels and fuel-grade ethanol blending may threaten

the viability of our renewable fuels business;

and regulatory burdens associated with governmental regulations that limit or tax greenhouse

gas emissions, such as carbon dioxide, from alcohol production and distribution, or from

truck transport and packaging as sociated with Eagle Alcohol’s business and use

of drums and totes, will negatively impact us.

New legislation in the United States to address

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operating cash flow in the past.

For example, for the three months ended March 31, 2023, three months ended March 31, 2022, three months

and year ended December 31, 2022 and for the year ended December 31, 2020, we incurred consolidated net losses of approximately $13.2

million, $2.6 million, $33.1 million, $41.6 million and $17.3 million, respectively.

For the three months ended March 31, 2023, we experienced

negative operating cash flow of approximately $23.3 million.

We may incur losses and negative operating cash flow in the future.

to rely on cash on hand, cash, if any, generated from our operations, borrowing availability under our lines of credit and proceeds from

our future financing activities, if any, to fund all of the cash requirements of our business.

Additional losses and negative operating

cash flow may hamper our operations and impede us from expanding our business.

For example, for the three and nine months ended September 30, 2023 and the years ended December 31,

2022 and 2020, we incurred consolidated net losses of approximately $3.5 million, $9.1 million, $41.6 million and $17.3 million, respectively.

For the three months ended March 31, 2023, we experienced negative operating cash flow of approximately $23.3 million.

We may incur losses

and negative operating cash flow in the future.

We expect to rely on cash on hand, cash, if any, generated from our operations, borrowing

availability under our lines of credit and proceeds from our future financing activities, if any, to fund all of the cash requirements

of our business.

Additional losses and negative operating cash flow may hamper our operations and impede us from expanding our business.

We incur significant expenses to maintain and upgrade

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In addition, our indebtedness could:

● make it more difficult to pay or refinance our indebtedness if it becomes due during adverse economic and industry conditions;

● limit our flexibility to pursue strategic opportunities or react to changes in our business and the industries in which we operate

and, consequently, place us at a competitive disadvantage to our competitors who have less debt;

● require a substantial portion of our cash flows from operations for debt service payments, thereby reducing the availability of our

cash flows to fund working capital, additional capital expenditures, acquisitions, dividend payments and for other general corporate purposes;

● limit our ability to procure additional financing for working capital or other purposes.

it more difficult to pay or refinance our indebtedness if it becomes due during adverse economic

and industry conditions;

our flexibility to pursue strategic opportunities or react to changes in our business and

the industries in which we operate and, consequently, place us at a competitive disadvantage

to our competitors who have less debt;

a substantial portion of our cash flows from operations for debt service payments, thereby

reducing the availability of our cash flows to fund working capital, additional capital expenditures,

acquisitions, dividend payments and for other general corporate purposes;

our ability to procure additional financing for working capital or other purposes.

Our ability to generate sufficient cash to make

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We may be adversely affected by environmental, health

and safety laws, regulations and liabilities, and which may not be adequately covered by insurance .

and safety laws and regulations, as well as liabilities which may not be adequately covered by insurance .

We are subject to various federal, state and local

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agencies support fuel-grade ethanol as a fuel additive that promotes a cleaner environment, others criticize fuel-grade ethanol production

as consuming considerably more energy and emitting more greenhouse gases than other biofuels and potentially depleting water resources.

and use as consuming considerably more energy and emitting more greenhouse gases than other biofuels and potentially depleting water resources.

Some studies suggest that corn-based ethanol is less efficient than ethanol produced from other feedstock and that it negatively impacts

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cash flows and financial condition.

The domestic market for

fuel-grade ethanol is significantly impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be

blended with gasoline.

Future demand for fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels,

including the price of ethanol relative to the price of gasoline, the relative octane value of ethanol, constraints on the ability

of vehicles to use higher ethanol blends, and the Environmental Protection Agency’s, or EPA’s, established volumes from

time to time, small refinery waivers, and other applicable environmental requirements.

The domestic market for fuel-grade ethanol is significantly

impacted by federal mandates for volumes of renewable fuels (such as ethanol) required to be blended with gasoline.

Future demand for

fuel-grade ethanol will largely depend on incentives to blend ethanol into motor fuels, including the price of ethanol relative to the

price of gasoline, the relative octane value of ethanol, constraints on the ability of vehicles to use higher ethanol blends, and the

Environmental Protection Agency’s, or EPA’s, established volumes from time to time, small refinery waivers, and other applicable

environmental requirements.

The EPA has implemented the Renewable Fuel Standard

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in this report, many of which are beyond our control:

● fluctuations in the market prices of our products;

● fluctuations in the costs of key production input commodities

such as corn and natural gas;

● the volume and timing of the receipt of orders for our products

from major customers;

● competitive pricing pressures;

● anticipated trends in our financial condition and results

of operations;

● changes in market valuations of companies similar to us;

● stock market price and volume fluctuations generally;

● regulatory developments or increased enforcement;

● fluctuations in our quarterly or annual operating results;

● additions or departures of key personnel;

● our ability to obtain any necessary financing;

● the timing, cost and results of our capital improvement projects;

● our financing activities and future sales of our common stock

or other securities;

● our ability to maintain contracts that are critical to our

● fluctuations

in the market prices of our products;

● fluctuations

in the costs of key production input commodities such as corn and natural gas;

volume and timing of the receipt of orders for our products from major customers;

● competitive

pricing pressures;

● anticipated

trends in our financial condition and results of operations;

in market valuations of companies similar to us;

market price and volume fluctuations generally;

developments or increased enforcement;

● fluctuations

in our quarterly or annual operating results;

or departures of key personnel;

ability to obtain any necessary financing;

timing, cost and results of our capital improvement projects;

financing activities and future sales of our common stock or other securities;

ability to maintain contra cts that are critical to our operations.

The price at which you purchase

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors