What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2024-03-14 compared with 2023-03-14 · 53 added, 71 removed, 14 unchanged (90% of the section changed)

Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock trades on The Nasdaq Capital Market under the symbol

We also have non-voting common stock outstanding, which is convertible into our voting common stock, and which is

“ALTO.” We also have non-voting common stock outstanding, which is convertible into our voting common stock, and which is

not listed on an exchange.

Security Holders

As of March 12, 2024, we had 75,697,150 shares of common stock outstanding

3 unchanged sentences

On March 12, 2024, the closing sales price of our common stock on The Nasdaq Capital Market was $2.01 per share.

Performance Graph

The graph below shows a comparison

of the cumulative total stockholder return on our common stock with the cumulative total return on The Nasdaq Composite Index and The

Nasdaq Clean Edge Green Energy Index, or Peer Group, in each case over the five-year period ended December 31, 2022.

The graph assumes $100 invested

at the indicated starting date in our common stock and in each of The Nasdaq Composite Index and the Peer Group, with the reinvestment

of all dividends.

We have not paid or declared any cash dividends on our common stock and do not anticipate paying any cash dividends

on our common stock in the foreseeable future.

Stockholder returns over the indicated periods should not be considered indicative of future

stock prices or stockholder returns.

This graph assumes that the value of the investment in our common stock and each of the comparison

groups was $100 on December 31, 2017.

Alto Ingredients, Inc.

Nasdaq Composite

Nasdaq Clean Edge Green Energy

Dividend Policy

We have never paid cash dividends

on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will

retain any earnings for use in the continued development of our business.

Our current and future debt

financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the achievement of specified

financial and other operating conditions and our ability to properly service our debt, thereby limiting or preventing us from paying cash

Further, the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum, payable quarterly

Accrued and unpaid dividends in respect of our Series B Preferred Stock must be paid prior to the payment of any dividends

in respect of shares of our common stock.

For 2020, we accrued but did

not declare or pay cash dividends under an agreement with the holders of our Series B Preferred Stock in an effort to preserve liquidity.

For 2022, we declared and paid cash dividends on our outstanding shares of Series B Preferred Stock as they became due and, in addition,

in 2021, we paid in cash all accrued and unpaid dividends for 2021 and 2020 in respect of our Series B Preferred Stock.

Recent Sales of Unregistered Securities

On November 7, 2022, we entered

into a credit agreement with certain funds managed by Orion Infrastructure Capital to borrow up to $125,000,000.

In connection with that

transaction, we committed to issue to the lenders pro rata an aggregate of 1,282,051 shares of our common stock at the initial funding

and up to an additional 320,513 shares of our common stock based upon certain further fundings under the credit facility.

23, 2022, we received our initial funding of $60,000,000 under the credit facility and issued an aggregate of 1,282,051 shares of our

common stock to the lenders.

We received no separate consideration for the shares of common stock issued.

See “Management’s

Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Orion Term Loan.”

Exemption from the registration requirements of the Securities Act

for the transaction described above is claimed under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D as promulgated

by the Securities and Exchange Commission under the Securities Act.

Purchases of Equity

Securities by the Issuer and Affiliated Purchasers

The following table sets

forth information about repurchases of our common stock for the three months ended December 31, 2022:

graph below shows a comparison of the cumulative total stockholder return on our common stock with the cumulative total return on The

Nasdaq Composite Index and The Nasdaq Clean Edge Green Energy Index, or Peer Group, in each case over the five-year period ended December

graph assumes $100 invested at the indicated starting date in our common stock and in each of The Nasdaq Composite Index and the Peer

Group, with the reinvestment of all dividends.

We have not paid or declared any cash dividends on our common stock and do not anticipate

paying any cash dividends on our common stock in the foreseeable future.

Stockholder returns over the indicated periods should not be

considered indicative of future stock prices or stockholder returns.

This graph assumes that the value of the investment in our common

stock and each of the comparison groups was $100 on December 31, 2018.

Ingredients, Inc.

Clean Edge Green Energy

have never paid cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future.

We anticipate that we will retain any earnings for use in the continued development of our business.

current and future debt financing arrangements may limit or prevent cash distributions from our subsidiaries to us, depending upon the

achievement of specified financial and other operating conditions and our ability to properly service our debt, thereby limiting or preventing

us from paying cash dividends.

Further, the holders of our outstanding Series B Preferred Stock are entitled to dividends of 7% per annum,

payable quarterly in arrears.

Accrued and unpaid dividends in respect of our Series B Preferred Stock must be paid prior to the payment

of any dividends in respect of shares of our common stock.

2023, 2022 and 2021, we declared and paid cash dividends on our outstanding shares of Series B Preferred Stock as they became due.

Sales of Unregistered Securities

of Equity Securities by the Issuer and Affiliated Purchasers

following table sets forth information about repurchases of our common stock for the three months ended December 31, 2023:

purchased (1)

Average price paid per share

Total number of shares purchased as part of publicly-

announced plans or programs (2)

Approximate dollar value of shares that may yet be purchased under plans or programs (2)(3)

Average price

paid per share

shares purchased

announced plans

or programs (2)

shares that may

yet be purchased

under plans or

programs (2)(3)

October 1 to October 31, 2023

2 unchanged sentences

Three months ended December 31, 2023

(1) We repurchased 92,000 shares as part of our publicly announced

share repurchase program during the three months ended December 31, 2022 and received no shares transferred from employees in satisfaction

of minimum statutory tax withholding obligations upon the vesting of restricted stock during the period.

(2) On September 12, 2022, we announced a share repurchase program

under which we may repurchase up to $50 million of our common stock with an initial purchase authorization of $10 million.

have further limited our purchase authorization to $5 million.

Amounts in excess of our lenders’ initial purchase authorization

of $5 million will require additional lender consent and amounts in excess of the initial purchase authorization of $10 million will

require additional board and preferred stockholder authorization.

The share repurchase program does not have an expiration date, does

not require the repurchase of any particular amount of shares, and may be implemented, modified, suspended or discontinued in whole or

repurchased 436,000 shares as part of our publicly announced share repurchase program during

the three months ended December 31, 2023 and received no shares transferred from employees

in satisfaction of minimum statutory tax withholding obligations upon the vesting of restricted

stock during the period.

September 12, 2022, we announced a share repurchase program under which we may repurchase

up to $50 million of our common stock with an initial purchase authorization of $10 million.

Our lenders have further limited our purchase authorization to $5 million.

Amounts in excess

of our lenders’ initial purchase authorization of $5 million will require additional

lender consent and amounts in excess of the initial purchase authorization of $10 million

will require additional board and preferred stockholder authorization.

The share repurchase

program does not have an expiration date, does not require the repurchase of any particular

amount of shares, and may be implemented, modified, suspended or discontinued in whole or

in part at any time and without further notice.

(3) Amount represents the share repurchase program size of $50

million less approximately $1.3 million in aggregate share repurchases, but is subject to authorizations for purchases in excess of our

lenders’ purchase authorization of $5 million and our board and preferred stockholders’ initial purchase authorization of

Not Applicable.

represents the share repurchase program size of $50 million less approximately $5 million

in aggregate share repurchases, but is subject to authorizations for purchases in excess

of our lenders’ purchase authorization of $5 million and our board and preferred stockholders’

initial purchase authorization of $10 million.

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-K

Item 5. Market for Registrant’s Common Equity