What changed in this filing

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Item 1A. Risk Factors

2025-11-07 compared with 2025-08-08 · 632 added, 673 removed, 40 unchanged (97% of the section changed)

RISK FACTORS.

Before deciding

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 and 8-K.

deciding 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 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.

Risks Related to our Business

Our results of operations and our ability to operate

at a profit are largely dependent on our ability to manage the costs of corn, natural gas and other production inputs, with the prices

of our alcohols and essential ingredients, all of which are subject to volatility and uncertainty.

Our results of operations are highly impacted

by commodity prices, including the cost of corn, natural gas and other production inputs that we must purchase, and the prices of alcohols

and essential ingredients that we sell.

Prices and supplies are subject to and determined by numerous market and other forces over which

we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses or shortages, import and export

conditions (including tariffs), inflationary conditions, global geopolitical tensions and various governmental policies in the United

States and throughout the world.

Price volatility of corn, natural gas and other

production inputs, and alcohols and essential ingredients, may cause our results of operations to fluctuate significantly.

to generate expected levels of net sales and profits even under fixed-price and other contracts for the sale of specialty alcohols used

in consumer products.

Our customers may not pay us timely or at all, even under longer-term, fixed-price contracts for our specialty

alcohols, and may seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

Historically, the spread between corn and fuel-grade

ethanol prices has fluctuated significantly.

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.

Related to our Business

Our results of operations

and our ability to operate at a profit are largely dependent on our ability to manage the costs of corn, natural gas and other production

inputs, with the prices of our alcohols and essential ingredients, all of which are subject to volatility and uncertainty.

of operations are highly impacted by commodity prices, including the cost of corn, natural gas and other production inputs that we must

purchase, and the prices of alcohols and essential ingredients that we sell.

Prices and supplies are subject to and determined by numerous

market and other forces over which we have no control, such as inclement or favorable weather, domestic and global demand, supply excesses

or shortages, import and export conditions (including tariffs), inflationary conditions, global geopolitical tensions and various governmental

policies in the United States and throughout the world.

Price volatility

of corn, natural gas and other production inputs, and alcohols and essential ingredients, may cause our results of operations to fluctuate

significantly.

We may fail to generate expected levels of net sales and profits even under fixed-price and other contracts for the sale

of specialty alcohols used in consumer products.

Our customers may not pay us timely or at all, even under longer-term, fixed-price contracts

for our specialty alcohols, and may seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

Historically,

the spread between corn and fuel-grade ethanol prices has fluctuated significantly.

Fluctuations are likely to continue to occur.

A sustained negative or narrow spread, whether

as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential ingredient prices, would adversely

affect our results of operations and financial condition.

Revenues from sales of alcohols, particularly fuel-grade ethanol, and essential

ingredients have in the past and could in the future decline below the marginal cost of production, which have in the past and may again

in the future force us to suspend production, particularly fuel-grade ethanol production, at some or all of our facilities.

we hot-idled our Magic Valley facility in early 2023 due to unfavorable market conditions and again hot-idled our Magic Valley facility

in early 2024 in part due to unfavorable market conditions and to expedite the installation of additional equipment needed to achieve

the intended production rate, quality and consistency from the corn oil and high protein system at the facility.

We restarted the Magic

Valley facility in July 2024, but due to challenging market economics, we cold-idled the plant at the end of 2024.

In addition, some of our fuel-grade ethanol marketing

and distribution activities for third-party gallons will likely be unprofitable in a market of generally declining prices due to the

nature of our business.

For example, to satisfy customer demand, we maintain certain quantities of fuel-grade ethanol inventory for subsequent

When quantities in excess of our own production are needed to meet customer demand, we procure fuel-grade ethanol from third

parties and therefore must buy fuel-grade ethanol at a price established at the time of purchase and sell fuel-grade ethanol at an index

price established later at the time of sale that is generally reflective of movements in the market price of fuel-grade ethanol.

result, our margins for fuel-grade ethanol sold in these transactions generally decline and may turn negative as the market price of

fuel-grade ethanol declines.

We can provide no assurances that corn, natural

gas or other production inputs can be purchased at or near current or any specific prices, or that our alcohols or essential ingredients

will sell at or near current or any particular prices.

Consequently, our results of operations and financial condition may be adversely

affected by increases in the prices of corn, natural gas and other production inputs or decreases in the prices of our alcohols and essential

The prices of our products are volatile and subject

to large fluctuations, which may cause our results of operations to fluctuate significantly.

The prices of our products are volatile and subject

to large fluctuations.

For example, the market price of fuel-grade ethanol is dependent upon many factors, including the supply of ethanol

and the price of gasoline, which is in turn dependent upon the price of petroleum which itself is highly volatile, difficult to forecast

and influenced by a wide variety of global economic and geopolitical conditions, including decisions concerning petroleum output by the

Organization of Petroleum Exporting Countries (OPEC) and their allies, an intergovernmental organization that seeks to manage the price

and supply of oil on the global energy market.

Other important factors that impact the price of petroleum include war and threats of

war, attacks on or threats to shipping vessels as has recently occurred in the Red Sea, the consequent rerouting of supply lines to less

direct or more expensive paths, and other supply chain disruptions.

Our fuel-grade ethanol sales are tied to prevailing

spot market prices rather than long-term, fixed-price contracts.

Fuel-grade ethanol prices, as reported by the Chicago Mercantile Exchange,

ranged from $1.38 to $2.12 per gallon in 2024, from $1.58 to $2.67 per gallon in 2023 and from $2.00 to $2.88 per gallon in 2022.

addition, even under longer-term, fixed-price contracts for our specialty alcohols, our customers may seek to renegotiate prices under

those contracts during periods of falling prices or high price volatility.

Fluctuations in the prices of our products may cause our results

of operations to fluctuate significantly.

We may engage in hedging transactions and other risk

mitigation strategies that could harm our results of operations and financial condition.

To partially offset the effects of production

input and product price volatility, in particular, corn and natural gas costs and fuel-grade ethanol prices, we may enter into contracts

to purchase a portion of our corn or natural gas requirements on a forward basis or to lock in the premium to fuel-grade ethanol market

prices on portions of our alcohol production.

In addition, we may engage in other hedging transactions involving exchange-traded futures

contracts for corn, natural gas and unleaded gasoline from time to time.

The financial statement impact of these activities is dependent

upon, among other things, the prices involved and our ability to sell sufficient products to use all of the corn and natural gas for

which forward commitments have been made.

We have recognized losses in the past, and may suffer losses in the future, from our hedging

arrangements.

For example, for the year ended December 31, 2023, we recognized net losses of $8.0 million related to the change in the

fair values of hedging contracts.

Hedging arrangements also expose us to the risk

of financial loss in situations where our counterparty to the hedging contract defaults on its contract or, in the case of exchange-traded

contracts, where there is a change in the expected differential between the underlying price in the hedging agreement and the actual

prices paid or received by us.

In addition, our open contract positions may require cash deposits to cover margin calls, negatively impacting

our liquidity.

As a result, our hedging activities and fluctuations in the price of corn, natural gas, fuel-grade ethanol and unleaded

gasoline may adversely affect our results of operations, financial condition and liquidity.

Disruptions in our production or distribution, including

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

of rail, road, port, storage and distribution infrastructure.

In particular, due to limited storage capacity at some of our production

facilities and other considerations related to production efficiencies, certain facilities depend on timely delivery of corn.

production also requires a significant and uninterrupted supply of other raw materials and energy, primarily water, electricity and natural

Local water, electricity and gas utilities may fail to reliably supply the water, electricity and natural gas that our production

facilities need or may fail to supply those resources on acceptable terms.

In the past, poor weather has caused disruptions in rail transportation,

which slowed the delivery of fuel-grade ethanol and/or corn by rail to and from our facilities.

For example, in late April 2025, during a period

of rapidly rising river levels, our loadout dock at our Pekin Campus was damaged, negatively impacting production and logistics, and requiring our use of more costly third-party river transload

vendors to minimize business interruption.

in the first quarter of 2024, extreme cold weather conditions in January at our Pekin Campus restricted barge deliveries and increased

standby fees.

negative or narrow spread, whether as a result of sustained high or increased corn prices or sustained low or decreased alcohol or essential

ingredient prices, would adversely affect our results of operations and financial condition.

Revenues from sales of alcohols, particularly

fuel-grade ethanol, and essential ingredients have in the past and could in the future decline below the marginal cost of production,

which have in the past and may again in the future force us to suspend production, particularly fuel-grade ethanol production, at some

or all of our facilities.

For example, we hot-idled our Magic Valley facility in early 2023 due to unfavorable market conditions and

again hot-idled our Magic Valley facility in early 2024 in part due to unfavorable market conditions and to expedite the installation

of additional equipment needed to achieve the intended production rate, quality and consistency from the corn oil and high protein system

at the facility.

We restarted the Magic Valley facility in July 2024, but due to challenging market economics, we cold-idled the plant

at the end of 2024.

some of our fuel-grade ethanol marketing and distribution activities for third-party gallons will likely be unprofitable in a market

of generally declining prices due to the nature of our business.

For example, to satisfy customer demand, we maintain certain quantities

of fuel-grade ethanol inventory for subsequent resale.

When quantities in excess of our own production are needed to meet customer demand,

we procure fuel-grade ethanol from third parties and therefore must buy fuel-grade ethanol at a price established at the time of purchase

and sell fuel-grade ethanol at an index price established later at the time of sale that is generally reflective of movements in the

market price of fuel-grade ethanol.

As a result, our margins for fuel-grade ethanol sold in these transactions generally decline and

may turn negative as the market price of fuel-grade ethanol declines.

We can provide

no assurances that corn, natural gas or other production inputs can be purchased at or near current or any specific prices, or that our

alcohols or essential ingredients will sell at or near current or any particular prices.

Consequently, our results of operations and

financial condition may be adversely affected by increases in the prices of corn, natural gas and other production inputs or decreases

in the prices of our alcohols and essential ingredients.

The prices of our

products are volatile and subject to large fluctuations, which may cause our results of operations to fluctuate significantly.

of our products are volatile and subject to large fluctuations.

For example, the market price of fuel-grade ethanol is dependent upon

many factors, including the supply of ethanol and the price of gasoline, which is in turn dependent upon the price of petroleum which

itself is highly volatile, difficult to forecast and influenced by a wide variety of global economic and geopolitical conditions, including

decisions concerning petroleum output by the Organization of Petroleum Exporting Countries (OPEC) and their allies, an intergovernmental

organization that seeks to manage the price and supply of oil on the global energy market.

Other important factors that impact the price

of petroleum include war and threats of war, attacks on or threats to shipping vessels as has recently occurred in the Red Sea, the consequent

rerouting of supply lines to less direct or more expensive paths, and other supply chain disruptions.

Our fuel-grade

ethanol sales are tied to prevailing spot market prices rather than long-term, fixed-price contracts.

Fuel-grade ethanol prices, as reported

by the Chicago Mercantile Exchange, ranged from $1.38 to $2.12 per gallon in 2024, from $1.58 to $2.67 per gallon in 2023 and from $2.00

to $2.88 per gallon in 2022.

In addition, even under longer-term, fixed-price contracts for our specialty alcohols, our customers may

seek to renegotiate prices under those contracts during periods of falling prices or high price volatility.

Fluctuations in the prices

of our products may cause our results of operations to fluctuate significantly.

We may engage in

hedging transactions and other risk mitigation strategies that could harm our results of operations and financial condition.

offset the effects of production input and product price volatility, in particular, corn and natural gas costs and fuel-grade ethanol

prices, we may enter into contracts to purchase a portion of our corn or natural gas requirements on a forward basis or to lock in the

premium to fuel-grade ethanol market prices on portions of our alcohol production.

In addition, we may engage in other hedging transactions

involving exchange-traded futures contracts for corn, natural gas and unleaded gasoline from time to time.

The financial statement impact

of these activities is dependent upon, among other things, the prices involved and our ability to sell sufficient products to use all

of the corn and natural gas for which forward commitments have been made.

We have recognized losses in the past, and may suffer losses

in the future, from our hedging arrangements.

For example, for the year ended December 31, 2023, we recognized net losses of $8.0 million

related to the aggregate change in the fair values of hedging contracts.

arrangements also expose us to the risk of financial loss in situations where our counterparty to the hedging contract defaults on its

contract or, in the case of exchange-traded contracts, where there is a change in the expected differential between the underlying price

in the hedging agreement and the actual prices paid or received by us.

In addition, our open contract positions may require cash deposits

to cover margin calls, negatively impacting our liquidity.

As a result, our hedging activities and fluctuations in the price of corn,

natural gas, fuel-grade ethanol and unleaded gasoline may adversely affect our results of operations, financial condition and liquidity.

Disruptions in our

production or distribution, including from climate change and other weather effects, may adversely affect our business, results of operations

and financial condition.

depends on the continuing availability of rail, road, port, storage and distribution infrastructure.

In particular, due to limited storage

capacity at some of our production facilities and other considerations related to production efficiencies, certain facilities depend

on timely delivery of corn.

Alcohol production also requires a significant and uninterrupted supply of other raw materials and energy,

primarily water, electricity and natural gas.

Local water, electricity and gas utilities may fail to reliably supply the water, electricity

and natural gas that our production facilities need or may fail to supply those resources on acceptable terms.

In the past, poor weather

has caused disruptions in rail transportation, which slowed the delivery of fuel-grade ethanol and/or corn by rail to and from our facilities.

in late April 2025, during a period of rapidly rising river levels, our loadout dock at our Pekin Campus was damaged, negatively impacting

production and logistics, and requiring our use of more costly third-party river transload vendors to minimize business interruption.

In addition, in the first quarter of 2024, extreme cold weather conditions in January at our Pekin Campus restricted barge deliveries

and increased standby fees.

To manage inventory levels, we transported more product by rail, a higher cost mode of transportation.

Cold weather conditions

also required us to shift to lower margin feed products and reduced our production rates across our Pekin Campus, hindering our ability

to produce specialty alcohol at full capacity.

In the third quarter of 2023 we experienced unusually high unscheduled production downtime

for repairs and maintenance which reduced sales volumes and profits.

Disruptions in production or distribution, whether

caused by labor difficulties, unscheduled downtimes and other operational hazards inherent in the alcohol production industry, including

equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation accidents, climate change and

natural disasters such as earthquakes, floods and storms, or other weather effects, or human error or malfeasance or other reasons, could

prevent timely deliveries of corn or other raw materials and energy, and could delay transport of our products to market, and may require

us to halt production at one or more production facilities, any of which could have a material adverse effect on our business, results

of operations and financial condition.

Some of these operational hazards may also cause

personal injury or loss of life, severe damage to or destruction of property and equipment or environmental damage, and may result in

suspension of operations and the imposition of civil or criminal penalties.

Our insurance may not fully cover the potential hazards described

above or we may be unable to renew our insurance on commercially reasonable terms or at all.

Increased alcohol or essential ingredient production

or higher inventory levels may cause a decline in prices for those products, and may have other negative effects, materially and adversely

impacting our results of operations, cash flows and financial condition.

The prices of our alcohols and essential ingredients

are highly impacted by competing third-party supplies of those products.

In addition, if fuel-grade ethanol production margins improve,

we anticipate that owners of production facilities operating at below capacity, or owners of idled production facilities, will increase

production levels, thereby resulting in more abundant fuel-grade ethanol supplies and inventories.

Increases in the supply of alcohols

and essential ingredients may not be commensurate with increases in demand for alcohols and essential ingredients, thus leading to lower

Any of these outcomes could have a material adverse effect on our results of operations, cash flows and financial condition.

We may suffer impairments in the value of our long-lived

assets which may materially and adversely affect our results of operations.

We evaluate our long-lived assets annually for

impairment or when circumstances indicate that the full carrying value of an asset may be unrecoverable.

These evaluations rely on financial

and other assumptions concerning the assets, any of which may not materialize in the future.

For example, we recognized asset impairments

of $24.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.

We may recognize additional impairments

of the values of our long-lived assets in the future based on then-prevailing financial and other circumstances.

Impairments of our long-lived

assets may materially and adversely affect our results of operations.

Our alcohol production relies on traditional corn-based

feedstock and process technologies.

New technologies could make corn-based alcohol production and traditional process technologies less

competitive or even obsolete, materially and adversely harming our business.

We produce our alcohols from corn.

Moreover, our

plants are constructed and operate primarily as corn-based alcohol production facilities.

Competitors and other third parties have undertaken

research to develop competing products to corn-based alcohols, and ethanol in particular, as well as new process technologies.

research efforts seek alternatives to corn-based ethanol and traditional process technologies aimed at improving real or perceived problems

with the fuel, such as the carbon and energy intensity of its production, its lower energy content compared to gasoline and its hydrophobic

nature resulting in water separation in transit or at other times.

Competitors and other third parties may develop new alcohols and processes

that improve on any of these or other real or perceived problems with corn-based alcohols, including ethanol.

If viable competing products

or new process technologies are developed and attract widespread or even modest adoption, we may be forced to modify our production facilities,

including our process technologies, if possible, to transition in full or in part to these other products or process technologies to

remain competitive.

Modifying our production facilities may require expertise that our personnel may not possess and would likely require

significant capital expenditures the funding for which we may not have.

An inability to remain competitive due to the introduction and

adoption of competing products or new process technologies, or significant costs associated with the adoption of new products and process

technologies, would materially and adversely affect our business, financial condition and results of operations.

Inflation and sustained higher prices may adversely

impact our results of operations and financial condition.

We have experienced adverse inflationary impacts

on key production inputs, wages and other costs of labor, equipment, services, and other business expenses.

In addition, we have experienced

adverse inflationary impacts on our budgets and expenses for many of our in-process and planned capital projects.

Inflation, including

through tariffs, and its negative impacts could escalate in future periods.

Even if inflation stabilizes or abates, the prices of key

production inputs, wages and other costs of labor, equipment, services, and other business expenses, and for our capital projects, will

likely remain at elevated levels.

We may not be able to include these additional costs in the prices of the products we sell.

inflation and sustained higher prices may have a material adverse effect on our results of operations and financial condition.

Climate change, and governmental regulations aimed

at addressing climate-related issues, may affect conditions to which our business is highly sensitive, many of which could materially

and adversely harm our business, results of operations and financial condition.

Our business is highly sensitive to commodity

prices, in particular, the prices of corn and natural gas.

Inclement weather from climate change, including extreme temperatures or drought,

may adversely affect growing conditions, which may reduce available corn supplies, our primary production input, and other grain substitutes,

driving up prices and thereby increasing our production input costs.

In addition, governmental regulators may disfavor carbon-based energy

sources, such as natural gas, leading to regulations that disincentivize their use or otherwise make their production more difficult

and costly, driving up their prices.

Higher natural gas prices would likewise increase our production input costs.

Other factors that may result from climate change,

or that may result from governmental regulations aimed at addressing climate-related issues, may also adversely affect our business,

including the following:

● water is one of our

key production inputs;

water resource limitations may result from drought and other inclement

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 limited cooling capacities of

our older facilities;

weather conditions also required us to shift to lower margin feed products and reduced our production rates across our Pekin Campus,

hindering our ability to produce specialty alcohol at full capacity.

In the third quarter of 2023 we experienced unusually high unscheduled

production downtime for repairs and maintenance which reduced sales volumes and profits.

in production or distribution, whether caused by labor difficulties, unscheduled downtimes and other operational hazards inherent in

the alcohol production industry, including equipment failures, fires, explosions, abnormal pressures, blowouts, pipeline ruptures, transportation

accidents, climate change and natural disasters such as earthquakes, floods and storms, or other weather effects, or human error or malfeasance

or other reasons, could prevent timely deliveries of corn or other raw materials and energy, and could delay transport of our products

to market, and may require us to halt production at one or more production facilities, any of which could have a material adverse effect

on our business, results of operations and financial condition.

these operational hazards may also cause personal injury or loss of life, severe damage to or destruction of property and equipment or

environmental damage, and may result in suspension of operations and the imposition of civil or criminal penalties.

Our insurance may

not fully cover the potential hazards described above or we may be unable to renew our insurance on commercially reasonable terms or

Increased alcohol

or essential ingredient production or higher inventory levels may cause a decline in prices for those products, and may have other negative

effects, materially and adversely impacting our results of operations, cash flows and financial condition.

of our alcohols and essential ingredients are highly impacted by competing third-party supplies of those products.

In addition, if fuel-grade

ethanol production margins improve, we anticipate that owners of production facilities operating at below capacity, or owners of idled

production facilities, will increase production levels, thereby resulting in more abundant fuel-grade ethanol supplies and inventories.

Increases in the supply of alcohols and essential ingredients may not be commensurate with increases in demand for alcohols and essential

ingredients, thus leading to lower prices.

Any of these outcomes could have a material adverse effect on our results of operations, cash

flows and financial condition.

We may suffer impairments

in the value of our long-lived assets which may materially and adversely affect our results of operations.

our long-lived assets annually for impairment or when circumstances indicate that the full carrying value of an asset may be unrecoverable.

These evaluations rely on financial and other assumptions concerning the assets, any of which may not materialize in the future.

example, we recognized asset impairments of $24.8 million and $6.5 million for the years ended December 31, 2024 and 2023, respectively.

We may recognize additional impairments of the values of our long-lived assets in the future based on then-prevailing financial and other

circumstances.

Impairments of our long-lived assets may materially and adversely affect our results of operations.

Our alcohol production

relies on traditional corn-based feedstock and process technologies.

New technologies could make corn-based alcohol production and traditional

process technologies less competitive or even obsolete, materially and adversely harming our business.

our alcohols from corn.

Moreover, our plants are constructed and operate primarily as corn-based alcohol production facilities.

and other third parties have undertaken research to develop competing products to corn-based alcohols, and ethanol in particular, as

well as new process technologies.

These research efforts seek alternatives to corn-based ethanol and traditional process technologies

aimed at improving real or perceived problems with the fuel, such as the carbon and energy intensity of its production, its lower energy

content compared to gasoline and its hydrophobic nature resulting in water separation in transit or at other times.

Competitors and other

third parties may develop new alcohols and processes that improve on any of these or other real or perceived problems with corn-based

alcohols, including ethanol.

If viable competing products or new process technologies are developed and attract widespread or even modest

adoption, we may be forced to modify our production facilities, including our process technologies, if possible, to transition in full

or in part to these other products or process technologies to remain competitive.

Modifying our production facilities may require expertise

that our personnel may not possess and would likely require significant capital expenditures the funding for which we may not have.

inability to remain competitive due to the introduction and adoption of competing products or new process technologies, or significant

costs associated with the adoption of new products and process technologies, would materially and adversely affect our business, financial

condition and results of operations.

Inflation and sustained

higher prices may adversely impact our results of operations and financial condition.

experienced adverse inflationary impacts on key production inputs, wages and other costs of labor, equipment, services, and other business

In addition, we have experienced adverse inflationary impacts on our budgets and expenses for many of our in-process and planned

capital projects.

Inflation, including through tariffs, and its negative impacts could escalate in future periods.

Even if inflation

stabilizes or abates, the prices of key production inputs, wages and other costs of labor, equipment, services, and other business expenses,

and for our capital projects, will likely remain at elevated levels.

We may not be able to include these additional costs in the prices

of the products we sell.

As a result, inflation and sustained higher prices may have a material adverse effect on our results of operations

and financial condition.

Climate change, and

governmental regulations aimed at addressing climate-related issues, may affect conditions to which our business is highly sensitive,

many of which could materially and adversely harm our business, results of operations and financial condition.

is highly sensitive to commodity prices, in particular, the prices of corn and natural gas.

Inclement weather from climate change, including

extreme temperatures or drought, may adversely affect growing conditions, which may reduce available corn supplies, our primary production

input, and other grain substitutes, driving up prices and thereby increasing our production input costs.

In addition, governmental regulators

may disfavor carbon-based energy sources, such as natural gas, leading to regulations that disincentivize their use or otherwise make

their production more difficult and costly, driving up their prices.

Higher natural gas prices would likewise increase our production

Other factors

that may result from climate change, or that may result from governmental regulations aimed at addressing climate-related issues, may

also adversely affect our business, including the following:

● water 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 limited cooling

capacities of our older facilities;

● flooding and other

1 unchanged sentence

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 the highest quality specialty alcohols;

● 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 CO 2 , 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.

New legislation in the United States to address

climate change issues, especially at the state and local levels, may be passed and implemented, materially and adversely impacting our

Any of these factors could materially and adversely

harm our business, results of operations and financial condition.

Risks Related to our Finances

We have incurred significant losses and negative

operating cash flow in the past and we may incur losses and negative operating cash flow in the future, which may hamper our operations

and impede us from expanding our business.

We have incurred significant losses and negative

operating cash flow in the past.

For example, for the three and six months ended June 30, 2025, we incurred consolidated net losses of

approximately $11.3 million and $23.3 million, respectively, and for the six months ended June 30, 2025, we incurred negative operating

cash flow of approximately $19.1 million.

For the years ended December 31, 2024, 2023 and 2022, we incurred consolidated net losses of

approximately $59.0 million, $28.0 million and $41.6 million, respectively.

For the year ended December 31, 2024, we incurred negative

operating cash flow of $3.5 million.

● 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 the highest quality specialty alcohols;

● 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 CO2, from alcohol

production and distribution, will negatively impact us.

New legislation

in the United States to address climate change issues, especially at the state and local levels, may be passed and implemented, materially

and adversely impacting our business.

factors could materially and adversely harm our business, results of operations and financial condition.

Related to our Finances

We have incurred

significant losses and negative operating cash flow in the past and we may incur losses and negative operating cash flow in the future,

which may hamper our operations and impede us from expanding our business.

incurred significant losses and negative operating cash flow in the past.

For example, for the nine months ended September 30, 2025,

we incurred consolidated net losses of approximately $8.5 million.

For the years ended December 31, 2024, 2023 and 2022, we incurred

consolidated net losses of approximately $59.0 million, $28.0 million and $41.6 million, respectively.

For the year ended December 31,

2024, we incurred negative operating cash flow of $3.5 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 are engaged in multiple capital improvement projects.

These projects, and their financing, costs, timing and effects, are based on our plans, expectations and various assumptions that may

not eventuate.

We may therefore be unable to timely achieve, or achieve at all, the results we expect.

We are engaged in multiple capital improvement

projects to diversify and enhance our revenue streams and to expand margins and profitability by reducing costs.

These projects have

different timelines, returns on investment and risk profiles, including regulatory risks.

In addition, we must raise significant additional

capital to complete some of our projects, including our CCS project.

Our expected financial and other results from these projects are

based on assumptions around many factors, including their costs, timing, operation and market prices prevailing at project completion

and thereafter, as well as tax and other favorable environmental attributes associated with low carbon alcohol that may accrue to our

For example, our assumptions around the anticipated results of our CCS project rely heavily on the tax benefits that may accrue

to us under the Inflation Reduction Act of 2022 as well as other favorable environmental attributes associated with carbon capture and

storage and low carbon alcohol production.

These tax and other benefits may change, including as a result of new or repealed laws, new

administrations and the implementation or interpretation of existing laws, or the exhaustion of funds or benefits available under a particular

For example, in January 2025, the new administration suspended all Inflation Reduction Act spending for 90 days.

certain provisions of the Inflation Reduction Act lack proposed or final regulations and guidance.

Regulators could issue new regulations

or guidance that significantly narrows the application of clean energy tax incentives, and could even defer or withdraw regulations,

which could materially and adversely affect the economic outcome of our CCS project.

We can provide no assurances that any particular

benefit will be available to us upon completion of our CCS project, or thereafter, or any other capital improvement project.

Capital improvement projects

require significant outlays of capital and are often subject to material execution risks and delays.

Our CCS project in particular requires

EPA approval but the EPA’s own projected timeline for approval has lengthened and may lengthen further.

our Class VI permit application with the EPA for our CCS project contemplates CO 2 sequestration directly through the

Mahomet aquifer in Illinois;

however, Illinois Senate Bill 1723, which was signed into law on August 1, 2025, prohibits CO 2

sequestration directly through that aquifer.

This legislation impacts our current CCS project plans and may necessitate a more costly,

or less profitable, carbon capture and storage solution, such as carbon transportation via barge instead of through pipelines.

addition, our CCS project may be adversely affected by the SAFE CCS Act or the United States Supreme Court’s decision in the case

of Chevron U.S.A., Inc.

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 are engaged in multiple

capital improvement initiatives and projects.

These initiatives and projects, and their financing, costs, timing and effects, are based

on our plans, expectations and various assumptions that may not eventuate.

We may therefore be unable to timely achieve, or achieve at

all, the results we expect.

We are engaged

in multiple capital improvement initiatives and projects to diversify and enhance our revenue streams and to expand margins and profitability

by reducing costs.

These initiatives and projects have different timelines, returns on investment and risk profiles, including regulatory

In addition, we must raise significant additional capital to complete some of our initiatives and projects, including our CCS initiative.

Our expected financial and other results from these initiatives and projects are based on assumptions around many factors, including their

costs, timing, operation and market prices prevailing at project completion and thereafter, as well as tax and other favorable environmental

attributes associated with low carbon alcohol that may accrue to our benefit.

For example, our assumptions around the anticipated results

of our CCS initiative rely heavily on the tax benefits that may accrue to us under the Inflation Reduction Act of 2022 as well as other

favorable environmental attributes associated with carbon capture and storage and low carbon alcohol production.

These tax and other benefits

may change, including as a result of new or repealed laws, new administrations and the implementation or interpretation of existing laws,

or the exhaustion of funds or benefits available under a particular program.

For example, in January 2025, the new administration suspended

all Inflation Reduction Act spending for 90 days.

In addition, certain provisions of the Inflation Reduction Act lack proposed or final

regulations and guidance.

Regulators could issue new regulations or guidance that significantly narrows the application of clean energy

tax incentives, and could even defer or withdraw regulations, which could materially and adversely affect the economic outcome of our

CCS initiative.

We can provide no assurances that any particular benefit will be available to us upon completion of our CCS initiative,

or thereafter, or any other capital improvement initiative or project.

Capital improvement

projects require significant outlays of capital and are often subject to material execution risks and delays.

Our CCS initiative in particular

requires EPA approval but the EPA’s own projected timeline for approval has lengthened

and may lengthen further.

Moreover, our Class VI permit application with the EPA for our CCS initiative contemplates CO 2

sequestration directly through the Mahomet aquifer in Illinois;

however, Illinois Senate Bill 1723, which was signed into law on August

1, 2025, prohibits CO 2 sequestration directly through that aquifer.

This legislation impacts our current CCS initiative plans

and may necessitate a more costly, or less profitable, carbon capture and storage solution, such as carbon transportation via barge instead

of through pipelines.

our CCS initiative may be adversely affected by the SAFE CCS Act or the United States Supreme Court’s decision in the case of Chevron

Natural Resources Defense Council, Inc., or any of them.

If we continue with a pipeline solution for our CCS

project, the timing and economics of the project may also be adversely affected by new rules proposed by the U.S.

If we continue with a pipeline solution for our CCS initiative,

the timing and economics of the potential project may also be adversely affected by new rules proposed by the U.S.

Department of Transportation’s

Pipeline and Hazardous Materials Safety Administration that impose stronger standards for CO 2 pipelines and establish new

standards for transporting CO 2 in a gaseous state via pipeline, adding additional requirements and costs to the project.

We may have insufficient financial resources,

and we may be unable to raise sufficient capital, to complete our projects timely or at all.

Although we intend to use reputable third-party

contractors with expertise in their fields to implement our projects, adverse conditions and events as well as delays in capital projects

are not uncommon.

Moreover, the projects’ interaction with existing processes may result in the degradation of other plant operations.

For example, operation of our corn oil and high protein system at our Magic Valley facility previously resulted in inconsistent product

quality and degraded other operations at the plant, including production rates.

In the past, we have extended our expected completion

dates for various projects and, as circumstances require, may have to do so again.

We can provide no assurances that our projects

will be completed, or if completed, will be completed timely or within budget.

We also can provide no assurances that our project assumptions

will reflect prevailing future conditions or that our projects will achieve the results we expect.

Failure to achieve our expected results may have a material adverse effect on our business, financial condition

and results of operations.

We regularly incur significant expenses to repair,

maintain and upgrade our production facilities and operating equipment, and any interruption in our operations would harm our operating

We regularly incur significant expenses to repair,

maintain and upgrade our production facilities and operating equipment, estimated at an average of $30.0 million per year.

$35.0 million of these expenses for 2024.

The machines and equipment we use to produce our alcohols and essential ingredients are complex,

have many parts, and some operate on a continuous basis.

We must perform routine equipment maintenance and must periodically replace

a variety of parts such as motors, pumps, pipes and electrical parts, and engage in other repairs.

In addition, our production facilities

require periodic shutdowns to perform major maintenance and upgrades.

Our production facilities also occasionally require unscheduled

shutdowns to perform repairs.

Pipeline and Hazardous Materials Safety Administration that impose stronger standards for CO 2 pipelines and establish new standards

for transporting CO 2 in a gaseous state via pipeline, adding additional requirements and costs to the potential project.

insufficient financial resources, and we may be unable to raise sufficient capital, to complete our projects timely or at all.

we intend to use reputable third-party contractors with expertise in their fields to implement our projects, adverse conditions and events

as well as delays in capital projects are not uncommon.

Moreover, the projects’ interaction with existing processes may result

in the degradation of other plant operations.

For example, operation of our corn oil and high protein system at our Magic Valley facility

previously resulted in inconsistent product quality and degraded other operations at the plant, including production rates.

we have extended our expected completion dates for various projects and, as circumstances require, may have to do so again.

We can provide

no assurances that our projects will be completed, or if completed, will be completed timely or within budget.

We also can provide no

assurances that our project assumptions will reflect prevailing future conditions or that our projects will achieve the results we expect.

Failure to achieve our expected results may have a material adverse effect on our business, financial condition and results of operations.

We regularly incur

significant expenses to repair, maintain and upgrade our production facilities and operating equipment, and any interruption in our operations

would harm our operating performance.

incur significant expenses to repair, maintain and upgrade our production facilities and operating equipment, estimated at an average

of $30.0 million per year.

We incurred $35.0 million of these expenses for 2024.

The machines and equipment we use to produce our alcohols

and essential ingredients are complex, have many parts, and some operate on a continuous basis.

We must perform routine equipment maintenance

and must periodically replace a variety of parts such as motors, pumps, pipes and electrical parts, and engage in other repairs.

our production facilities require periodic shutdowns to perform major maintenance and upgrades.

Our production facilities also occasionally

require unscheduled shutdowns to perform repairs.

For example, we completed our biennial wet mill outage at our Pekin Campus in Spring

was offline for ten days, which negatively impacted sales and margins for the second quarter.

In the first quarter of 2024, production

at our Colombia facility was hampered by equipment issues that extended the facility’s regularly scheduled outage.

quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance at our Pekin Campus which reduced

sales volumes and increased losses.

These scheduled and unscheduled shutdowns result in lower sales and increased costs in the periods

during which a shutdown occurs and could result in unexpected operational issues in future periods resulting from changes to equipment

and operational and mechanical processes made during shutdown.

We may be unable to qualify for and receive anticipated

Section 45Z tax credit benefits available to low carbon fuel producers.

The wet mill was offline for ten days, which negatively impacted sales and margins for the second quarter.

In the first quarter

of 2024, production at our Colombia facility was hampered by equipment issues that extended the facility’s regularly scheduled

In the third quarter of 2023 we experienced unusually high unscheduled production downtime for repairs and maintenance at our

Pekin Campus which reduced sales volumes and increased losses.

These scheduled and unscheduled shutdowns result in lower sales and increased

costs in the periods during which a shutdown occurs and could result in unexpected operational issues in future periods resulting from

changes to equipment and operational and mechanical processes made during shutdown.

We may be unable

to qualify for and receive anticipated Section 45Z tax credit benefits available to low carbon fuel producers.

Section 45Z of the Inflation Reduction Act of 2022 allows low carbon

4 unchanged sentences

these tax credits will depend on our ability to produce low carbon fuel in anticipated amounts at current and expected carbon intensities.

Our ability to qualify for and receive these tax credits also will depend on our ability to meet prevailing wage and other requirements.

If we are unable to produce low carbon fuel in anticipated amounts, including as a result of plant outages or other reasons, or fail to

achieve the required, or our expected, carbon intensities, we will be unable to qualify for and receive Section 45Z tax credits in projected

amounts, which may materially and adversely harm our results of operations and financial condition.

Our indebtedness may expose us to risks that could

negatively impact our business, prospects, liquidity, cash flows and results of operations.

We have incurred, and anticipate incurring additional,

substantial indebtedness for our capital improvement projects.

We expect that these projects, when completed, will generate financial

returns sufficient to service and ultimately repay or refinance our indebtedness.

However, the costs, timing, and effects of our capital

improvement projects may not meet our projections.

achieve the required, or our expected, carbon intensities or prevailing wage or other requirements, we will be unable to qualify for and

receive Section 45Z tax credits in projected amounts, or at all, which may materially and adversely harm our results of operations and

financial condition.

Our indebtedness

may expose us to risks that could negatively impact our business, prospects, liquidity, cash flows and results of operations.

incurred, and anticipate incurring additional, substantial indebtedness for our capital improvement projects.

We expect that these projects,

when completed, will generate financial returns sufficient to service and ultimately repay or refinance our indebtedness.

costs, timing, and effects of our capital improvement projects may not meet our projections.

In addition, our indebtedness could:

● make it more difficult

to repay or refinance our indebtedness if it becomes due during adverse economic and industry

● result in adverse consequences

due to a breach of our financial or other covenants and obligations in favor of our lenders;

● 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,

● make it more difficult to repay or refinance our indebtedness

if it becomes due during adverse economic and industry conditions;

● result in adverse consequences due to a breach of our financial

or other covenants and obligations in favor of our lenders;

● 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.

Our ability to generate operating results and

sufficient cash to make all required principal and interest payments when due, and to satisfy our financial covenants and other obligations,

depends on our performance, which is subject to a variety of factors beyond our control, including the cost of key production inputs,

the supply of and demand for alcohols and essential ingredients, and many other factors related to the industries in which we operate.

We cannot provide any assurance that we will be able to timely service or satisfy our debt obligations, including our financial covenants.

Our failure to timely service or satisfy our debt obligations, including to meet our financial covenants, could result in our indebtedness

being immediately due and payable, and would have a material adverse effect on our business, business prospects, liquidity, financial

condition, cash flows and results of operations.

Our ability to utilize net operating loss carryforwards

and certain other tax attributes may be limited.

Federal and state income tax laws impose restrictions

on our use of net operating loss, or NOL, and tax credit carryforwards in the event that an “ownership change” occurs for

tax purposes, as defined by section 382 of the Internal Revenue Code, or Code.

In general, an ownership change occurs when stockholders

owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have increased their ownership by more than 50 percentage

points during any three-year period.

The annual base limitation under section 382 of the Code is calculated by multiplying the corporation’s

value at the time of the ownership change by the greater of the long-term tax-exempt rate determined by the Internal Revenue Service

in the month of the ownership change or the two preceding months.

Our ability to utilize our NOL and other loss carryforwards may be

substantially limited.

These limitations could result in increased future tax obligations, which could have a material adverse effect

on our financial condition and results of operations.

Risks Related to Legal and Regulatory Matters

We may be adversely affected by environmental, health

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

We are subject to various federal, state and local

environmental laws and regulations, including those relating to the discharge of materials into the air, water and ground;

the generation,

storage, handling, use, transportation and disposal of hazardous materials and wastes;

and the health and safety of our employees.

addition, some of these laws and regulations require us to operate under permits that are subject to renewal or modification.

regulations and permits often require expensive pollution control equipment or operational changes to limit actual or potential impacts

to the environment.

Any violation of these laws and regulations or permit conditions may result in substantial fines, natural resource

damages, criminal sanctions, permit revocations and/or production facility shutdowns.

In addition, we have made, and expect to make,

significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental laws, regulations and permits.

We may be liable for the investigation and cleanup

of environmental contamination at each of our production facilities and at off-site locations where we arrange for the disposal of hazardous

substances or wastes.

If these substances or wastes have been or are disposed of or released at sites that undergo investigation and/or

remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental Response, Compensation and Liability

Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation, and for damages to natural

We may also be subject to related claims by private parties alleging property damage and personal injury due to exposure to

hazardous or other materials at or from those properties.

Some of these matters may require us to expend significant amounts for investigation,

cleanup or other costs not covered by insurance.

In addition, new laws, new interpretations of

existing laws, increased governmental enforcement of environmental laws or other developments could require us to make significant additional

expenditures.

Continued government and public emphasis on environmental issues will likely result in increased future investments for

environmental controls at our production facilities.

Present and future environmental laws and regulations, and interpretations of those

laws and regulations, applicable to our operations, more vigorous enforcement policies and discovery of currently unknown conditions

may require substantial expenditures that could have a material adverse effect on our results of operations and financial condition.

The hazards and risks associated with producing

and transporting our products (including fires, natural disasters, explosions and abnormal pressures and blowouts) may also result in

personal injury claims or damage to property and third parties.

As protection against operating hazards, we maintain insurance coverage

against some, but not all, potential losses.

However, we could sustain losses for uninsurable or uninsured risks, or in amounts in excess

of existing insurance coverages.

Events that result in significant personal injury or damage to our property or third parties or other

losses that are not fully covered by insurance could have a material adverse effect on our results of operations and financial condition.

Our CCS project may be adversely affected by the

SAFE CCS Act, Illinois Senate Bill 1723 and other Regulations.

The SAFE CCS Act was

signed into law in Illinois in July 2024.

We are pursuing at our Pekin Campus, located in Illinois, a CCS project that will require

significant financial and personnel resources.

Our CCS project is our most important long-term capital improvement initiative.

SAFE CCS Act establishes stringent safety, financial and insurance requirements on CO 2 pipelines and imposes a moratorium

on the construction of new CO 2 pipelines until the U.S.

Department of Transportation’s Pipeline and Hazardous

Materials Safety Administration finalizes its new safety rules or July 1, 2026, whichever occur sooner.

If we continue with a

pipeline solution, the SAFE CCS Act will result in increased compliance and other requirements likely adding costs and potentially

adding time to complete our CCS project.

● limit our ability to procure additional financing for working

capital or other purposes.

to generate operating results and sufficient cash to make all required principal and interest payments when due, and to satisfy our financial

covenants and other obligations, depends on our performance, which is subject to a variety of factors beyond our control, including the

cost of key production inputs, the supply of and demand for alcohols and essential ingredients, and many other factors related to the

industries in which we operate.

We cannot provide any assurance that we will be able to timely service or satisfy our debt obligations,

including our financial covenants.

Our failure to timely service or satisfy our debt obligations, including to meet our financial covenants,

could result in our indebtedness being immediately due and payable, and would have a material adverse effect on our business, business

prospects, liquidity, financial condition, cash flows and results of operations.

Our ability to utilize

net operating loss carryforwards and certain other tax attributes may be limited.

and state income tax laws impose restrictions on our use of net operating loss, or NOL, and tax credit carryforwards in the event that

an “ownership change” occurs for tax purposes, as defined by section 382 of the Internal Revenue Code, or Code.

an ownership change occurs when stockholders owning 5% or more of a corporation entitled to use NOL or other loss carryforwards have

increased their ownership by more than 50 percentage points during any three-year period.

The annual base limitation under section 382

of the Code is calculated by multiplying the corporation’s value at the time of the ownership change by the greater of the long-term

tax-exempt rate determined by the Internal Revenue Service in the month of the ownership change or the two preceding months.

to utilize our NOL and other loss carryforwards may be substantially limited.

These limitations could result in increased future tax

obligations, which could have a material adverse effect on our financial condition and results of operations.

Related to Legal and Regulatory Matters

We may be adversely

affected by environmental, health and safety laws and regulations, as well as related liabilities that may not be adequately covered

by insurance .

We are subject

to various federal, state and local environmental laws and regulations, including those relating to the discharge of materials into the

air, water and ground;

the generation, storage, handling, use, transportation and disposal of hazardous materials and wastes;

health and safety of our employees.

In addition, some of these laws and regulations require us to operate under permits that are subject

to renewal or modification.

These laws, regulations and permits often require expensive pollution control equipment or operational changes

to limit actual or potential impacts to the environment.

Any violation of these laws and regulations or permit conditions may result

in substantial fines, natural resource damages, criminal sanctions, permit revocations and/or production facility shutdowns.

we have made, and expect to make, significant capital expenditures on an ongoing basis to comply with increasingly stringent environmental

laws, regulations and permits.

liable for the investigation and cleanup of environmental contamination at each of our production facilities and at off-site locations

where we arrange for the disposal of hazardous substances or wastes.

If these substances or wastes have been or are disposed of or released

at sites that undergo investigation and/or remediation by regulatory agencies, we may be responsible under the Comprehensive Environmental

Response, Compensation and Liability Act of 1980, or other environmental laws for all or part of the costs of investigation and/or remediation,

and for damages to natural resources.

We may also be subject to related claims by private parties alleging property damage and personal

injury due to exposure to hazardous or other materials at or from those properties.

Some of these matters may require us to expend significant

amounts for investigation, cleanup or other costs not covered by insurance.

new laws, new interpretations of existing laws, increased governmental enforcement of environmental laws or other developments could

require us to make significant additional expenditures.

Continued government and public emphasis on environmental issues will likely

result in increased future investments for environmental controls at our production facilities.

Present and future environmental laws

and regulations, and interpretations of those laws and regulations, applicable to our operations, more vigorous enforcement policies

and discovery of currently unknown conditions may require substantial expenditures that could have a material adverse effect on our results

of operations and financial condition.

and risks associated with producing and transporting our products (including fires, natural disasters, explosions and abnormal pressures

and blowouts) may also result in personal injury claims or damage to property and third parties.

As protection against operating hazards,

we maintain insurance coverage against some, but not all, potential losses.

However, we could sustain losses for uninsurable or uninsured

risks, or in amounts in excess of existing insurance coverages.

Events that result in significant personal injury or damage to our property

or third parties or other losses that are not fully covered by insurance could have a material adverse effect on our results of operations

and financial condition.

Our CCS initiative may

be adversely affected by the SAFE CCS Act, Illinois Senate Bill 1723 and other Regulations.

The SAFE CCS Act was signed into law in Illinois

in July 2024.

We are considering for our Pekin Campus, located in Illinois, a CCS initiative that will require significant financial and

personnel resources.

Our CCS initiative would be our most important and costly long-term capital improvement project.

The SAFE CCS Act

establishes stringent safety, financial and insurance requirements on CO 2 pipelines and imposes a moratorium on the construction

of new CO 2 pipelines until the U.S.

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration

finalizes its new safety rules or July 1, 2026, whichever occur sooner.

If we continue with a pipeline solution, the SAFE CCS Act will

result in increased compliance and other requirements likely adding costs and potentially adding time to complete our CCS initiative.

In addition, in January 2025, the U.S.

Department of Transportation’s Pipeline and

Hazardous Materials Safety Administration proposed new rules that impose stronger standards for CO 2 pipelines and

establish new standards for transporting CO 2 in a gaseous state via pipeline, adding additional requirements and costs to

any CCS project using pipelines for CO 2 transportation and

On August 1, 2025, new legislation in Illinois

(Senate Bill 1723), was signed into law that amends the Illinois Environmental Protection Act to provide that carbon storage activity

shall not be conducted within a storage facility that overlies, underlies or passes through a sole-source aquifer.

This legislation impacts

our current CCS project plans and may necessitate a more costly, or less profitable, carbon capture and storage solution, such as carbon

transportation via barge instead of through pipelines.

We can provide no assurance that our CCS project

Department of Transportation’s Pipeline and Hazardous Materials Safety Administration proposed

new rules that impose stronger standards for CO 2 pipelines and establish new standards for transporting CO 2

in a gaseous state via pipeline, adding additional requirements and costs to any CCS project using pipelines for CO 2 transportation

On August 1, 2025, new legislation in Illinois (Senate

Bill 1723), was signed into law that amends the Illinois Environmental Protection Act to provide that carbon storage activity shall not

be conducted within a storage facility that overlies, underlies or passes through a sole-source aquifer.

This legislation impacts our

current CCS initiative plans and will likely necessitate a more costly, or less profitable, carbon capture and storage solution, such as

carbon transportation via barge instead of through pipelines, or an entirely different carbon utilization strategy.

We can provide no assurance that our CCS initiative

will not be adversely affected by the SAFE CCS Act, Senate Bill 1723 or other regulations or that it will be financially viable in light

of any new requirements and potential delays.

We may be adversely affected by food and drug laws

and regulations, as well as related liabilities that may not be adequately covered by insurance.

Some of our products are subject to regulation

We may be adversely

affected by food and drug laws and regulations, as well as related liabilities that may not be adequately covered by insurance.

our products are subject to regulation by the U.S.

Food and Drug Administration, or FDA, as well as similar state agencies.

The FDA regulates, under the Federal Food, Drug,

and Cosmetic Act, or FDCA, the processing, formulation, safety, manufacture, packaging, labeling and distribution of food ingredients,

vitamins, cosmetics and pharmaceuticals for active and inactive ingredients.

Many of the FDA’s and FDCA’s rules and regulations

apply directly to us as well as indirectly through their application in our customers’ products.

To be properly marketed and sold

in the United States, a relevant product must be generally recognized as safe, approved and not adulterated or misbranded under the FDCA

and relevant regulations issued under the FDCA.

If we fail to comply with laws and FDA regulations

or those of similar state agencies, we may be prevented from selling certain of our products and may also be subject to government agency

enforcement liability.

In addition, we may be subject to product liability and other claims by our customers or by individuals alleging

personal injury from our products as food and drug additives.

We maintain insurance coverage against some, but

not all, potential losses.

Some of these matters, if they arise, may require us to expend significant amounts for investigation and defense

or other costs not covered by insurance.

We could sustain losses for uninsurable or uninsured risks, or in amounts in excess of existing

insurance coverages.

Events that result in significant personal injury or other losses that are not fully covered by insurance could

have a material adverse effect on our results of operations and financial condition.

The United States fuel-grade ethanol industry is

highly dependent upon various federal and state laws and regulations and any changes in or reinterpretations of those laws or regulations

could have a material adverse effect on our results of operations, 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.

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 EPA’s, established volumes from time to time, small refinery waivers, and other applicable environmental requirements.

The EPA has implemented the Renewable Fuel Standard

under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

The EPA, in coordination with the Secretary

of Energy and the Secretary of Agriculture, determines annual quotas for the quantity of renewable fuels (such as fuel-grade ethanol)

that must be blended into motor fuels consumed in the United States.

The EPA finalized mandatory volumes of 15.0 billion gallons for

each of 2023, 2024, and 2025 of conventional renewable fuels, or corn-based fuel-grade ethanol, which could decline in future years.

The EPA may issue small refinery waivers, in full

or in part, to reduce or eliminate annual renewable fuel volume requirements for small refineries that process fewer than 75,000 barrels

of petroleum daily.

In the past, the EPA has issued small refinery waivers that have materially and adversely affected overall demand

for and the price of fuel-grade ethanol.

Court of Appeals for the Fifth Circuit, in the fourth quarter of 2023, struck down

the EPA’s decision to deny numerous small refinery waivers, finding that the EPA’s denials were impermissibly retroactive,

contrary to law and counter to evidence in the litigation record.

Accordingly, small refinery waivers from the EPA may be more likely

in the future and could again materially and adversely affect overall demand for and the price of fuel-grade ethanol.

Various bills in Congress introduced from time

to time are also directed at altering existing renewable fuels energy legislation, but none have passed in recent years.

Some legislative

bills are directed at halting or reversing expansion of, or even eliminating in its entirety, the renewable fuel program.

Our results of operations, cash flows and financial

condition could be adversely impacted if the EPA reduces mandatory volumes or issues significant small refinery waivers, or if any legislation

is enacted that reduces volume requirements or if existing legislation is reinterpreted to have the same effect.

Future demand for fuel-grade ethanol is uncertain

and may be affected by changes to federal mandates, public perception, consumer acceptance and overall consumer demand for transportation

fuel, any of which could negatively affect demand for fuel-grade ethanol and our results of operations.

Although many trade groups, academics and governmental

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

consumers by causing increased prices for dairy, meat and other food generated from livestock that consume corn.

Additionally, critics

of fuel-grade ethanol contend that corn supplies are redirected from international food markets to domestic fuel markets.

views of corn-based ethanol production gain broader acceptance, support for existing measures promoting use and domestic production of

corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol usage mandates, which would

materially and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact public perception of the

fuel-grade ethanol industry and acceptance of ethanol as an alternative fuel.

There are limited markets for fuel-grade ethanol

beyond those established by federal mandates.

Discretionary blending and E85 blending (i.e., gasoline blended with up to 85% fuel-grade

ethanol by volume) are important secondary markets.

Discretionary blending is often determined by the price of fuel-grade ethanol relative

to the price of gasoline.

In periods when discretionary blending is financially unattractive, the demand for fuel-grade ethanol may decline.

Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation fuel.

Demand for transportation fuel is

affected by the number of miles traveled by consumers and vehicle fuel economy.

Lower demand for fuel-grade ethanol and essential ingredients,

including through the transition by consumers to alternative fuel vehicles such as electric vehicles and hybrid vehicles, would reduce

the value of our ethanol and related products, erode our overall margins and diminish our ability to generate revenue or to operate profitably.

In addition, we believe that additional consumer acceptance of E15 and E85 fuels is necessary before fuel-grade ethanol can achieve any

significant growth in market share relative to other transportation fuels.

The United States Supreme Court’s decision

in the case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc.

may result in less industry-favorable rulemaking and agency

interpretations of laws and regulations, which could materially and adversely affect our results of operations, cash flows and financial

condition as well as the business and financial prospects of certain capital improvement projects, such as CCS.

The FDA regulates,

under the Federal Food, Drug, and Cosmetic Act, or FDCA, the processing, formulation, safety, manufacture, packaging, labeling and distribution

of food ingredients, vitamins, cosmetics and pharmaceuticals for active and inactive ingredients.

Many of the FDA’s and FDCA’s

rules and regulations apply directly to us as well as indirectly through their application in our customers’ products.

To be properly

marketed and sold in the United States, a relevant product must be generally recognized as safe, approved and not adulterated or misbranded

under the FDCA and relevant regulations issued under the FDCA.

to comply with laws and FDA regulations or those of similar state agencies, we may be prevented from selling certain of our products

and may also be subject to government agency enforcement liability.

In addition, we may be subject to product liability and other claims

by our customers or by individuals alleging personal injury from our products as food and drug additives.

insurance coverage against some, but not all, potential losses.

Some of these matters, if they arise, may require us to expend significant

amounts for investigation and defense or other costs not covered by insurance.

We could sustain losses for uninsurable or uninsured risks,

or in amounts in excess of existing insurance coverages.

Events that result in significant personal injury or other losses that are not

fully covered by insurance could have a material adverse effect on our results of operations and financial condition.

The United States

Supreme Court, in the landmark case of Chevron U.S.A., Inc.

fuel-grade ethanol industry is highly dependent upon various federal and state laws and regulations and any changes in or reinterpretations

of those laws or regulations could have a material adverse effect on our results of operations, cash flows and financial condition.

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 EPA’s, established volumes from time to time, small refinery waivers, and other

applicable environmental requirements.

has implemented the Renewable Fuel Standard under the Energy Policy Act of 2005 and the Energy Independence and Security Act of 2007.

The EPA, in coordination with the Secretary of Energy and the Secretary of Agriculture, determines annual quotas for the quantity of

renewable fuels (such as fuel-grade ethanol) that must be blended into motor fuels consumed in the United States.

The EPA finalized mandatory

volumes of 15.0 billion gallons for each of 2023, 2024, and 2025 of conventional renewable fuels, or corn-based fuel-grade ethanol, which

could decline in future years.

may issue small refinery waivers, in full or in part, to reduce or eliminate annual renewable fuel volume requirements for small refineries

that process fewer than 75,000 barrels of petroleum daily.

In the past, the EPA has issued small refinery waivers that have materially

and adversely affected overall demand for and the price of fuel-grade ethanol.

Court of Appeals for the Fifth Circuit, in the

fourth quarter of 2023, struck down the EPA’s decision to deny numerous small refinery waivers, finding that the EPA’s denials

were impermissibly retroactive, contrary to law and counter to evidence in the litigation record.

Accordingly, small refinery waivers

from the EPA may be more likely in the future and could again materially and adversely affect overall demand for and the price of fuel-grade

bills in Congress introduced from time to time are also directed at altering existing renewable fuels energy legislation, but none have

passed in recent years.

Some legislative bills are directed at halting or reversing expansion of, or even eliminating in its entirety,

the renewable fuel program.

of operations, cash flows and financial condition could be adversely impacted if the EPA reduces mandatory volumes or issues significant

small refinery waivers, or if any legislation is enacted that reduces volume requirements or if existing legislation is reinterpreted

to have the same effect.

Future demand for

fuel-grade ethanol is uncertain and may be affected by changes to federal mandates, public perception, consumer acceptance and overall

consumer demand for transportation fuel, any of which could negatively affect demand for fuel-grade ethanol and our results of operations.

many trade groups, academics and governmental agencies support ethanol as a fuel additive that promotes a cleaner environment, others

criticize fuel-grade ethanol production 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 consumers by causing increased prices for dairy, meat and other food generated from livestock

that consume corn.

Additionally, critics of fuel-grade ethanol contend that corn supplies are redirected from international food markets

to domestic fuel markets.

If negative views of corn-based ethanol production gain broader acceptance, support for existing measures promoting

use and domestic production of corn-based ethanol as a fuel additive could decline, leading to a reduction or repeal of federal ethanol

usage mandates, which would materially and adversely affect the demand for fuel-grade ethanol.

These views could also negatively impact

public perception of the fuel-grade ethanol industry and acceptance of ethanol as an alternative fuel.

limited markets for fuel-grade ethanol beyond those established by federal mandates.

Discretionary blending and E85 blending (i.e., gasoline

blended with up to 85% fuel-grade ethanol by volume) are important secondary markets.

Discretionary blending is often determined by the

price of fuel-grade ethanol relative to the price of gasoline.

In periods when discretionary blending is financially unattractive, the

demand for fuel-grade ethanol may decline.

Also, the demand for fuel-grade ethanol is affected by the overall demand for transportation

Demand for transportation fuel is affected by the number of miles traveled by consumers and vehicle fuel economy.

for fuel-grade ethanol and essential ingredients, including through the transition by consumers to alternative fuel vehicles such as

electric vehicles and hybrid vehicles, would reduce the value of our ethanol and related products, erode our overall margins and diminish

our ability to generate revenue or to operate profitably.

In addition, we believe that additional consumer acceptance of E15 and E85

fuels is necessary before fuel-grade ethanol can achieve any significant growth in market share relative to other transportation fuels.

The United States

Supreme Court’s decision in the case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc.

may result in less industry-favorable

rulemaking and agency interpretations of laws and regulations, which could materially and adversely affect our results of operations,

cash flows and financial condition as well as the business and financial prospects of certain capital improvement projects, such as CCS.

States Supreme Court, in the landmark case of Chevron U.S.A., Inc.

Natural Resources Defense Council, Inc., recently overturned its

prior doctrine of judicial deference to administrative interpretations of laws and regulations.

This outcome could materially and

adversely affect rulemaking and agencies’ interpretations favorable to the renewable fuels industry, such as the EPA’s

administration of the Renewable Fuel Standard.

This outcome could also materially and adversely affect the Treasury

Department’s ability to promulgate favorable regulations under the Inflation Reduction Act of 2022, including tax credits such

as the Section 45Q carbon capture and storage tax credits and Section 45Z low carbon fuel tax credits, as well as other

industry-favorable tax credits.

Less industry-favorable rulemaking and agency interpretations of laws and regulations could

materially and adversely affect our results of operations, cash flows and financial condition as well as the financial prospects of

certain capital improvement projects, such as CCS.

Risks Related to Ownership of our Common Stock

price is highly volatile, which could result in substantial losses for investors purchasing shares of our common stock and in litigation

The market price of our

common stock has fluctuated significantly in the past and may continue to fluctuate significantly in the future.

The market price of

our common stock may continue to fluctuate in response to one or more of the following factors, or any of the other risks or uncertainties

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

● fluctuations in our

quarterly or annual operating results;

● fluctuations in the

market prices of our products;

● fluctuations in the

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

● the timing, cost and

effects of, and our ability to fund, our capital improvement projects, including our CCS

● regulatory developments

or increased enforcement relating to our initiatives and projects or to our business, including

our CCS initiative;

● our ability to qualify for and receive Section 45Z tax credits under

the Inflation Reduction Act of 2022 for low carbon fuel, including in the anticipated amounts and at the expected times;

● anticipated trends

in our financial condition and results of operations;

● our ability to obtain

any necessary financing;

● the volume and timing

of the receipt of orders for our products from major customers, including annual contracted

sales volumes for our specialty alcohols;

● competitive pricing

● changes in market valuations

of companies similar to us;

● stock market price

and volume fluctuations generally;

● additions or departures

of key personnel;

● environmental, product

or other liabilities we may incur;

● our financing activities

and future sales of our common stock or other securities;

● our ability to maintain

contracts that are critical to our operations.

The price at which you purchase

shares of our common stock may not be indicative of the price that will prevail in the trading market.

You may be unable to sell your

shares of common stock at or above your purchase price, which may result in substantial losses to you and which may include the complete

loss of your investment.

In the past, securities class action litigation has often been brought against a company following periods of

high stock price volatility.

This outcome could materially and adversely

affect rulemaking and agencies’ interpretations favorable to the renewable fuels industry, such as the EPA’s administration

of the Renewable Fuel Standard.

This outcome could also materially and adversely affect the Treasury Department’s ability to promulgate

favorable regulations under the Inflation Reduction Act of 2022, including tax credits such as the Section 45Q carbon capture and storage

tax credits and Section 45Z low carbon fuel tax credits, as well as other industry-favorable tax credits.

Less industry-favorable rulemaking

and agency interpretations of laws and regulations could materially and adversely affect our results of operations, cash flows and financial

condition as well as the financial prospects of certain capital improvement projects, such as CCS.

Related to Ownership of our Common Stock

stock price is highly volatile, which could result in substantial losses for investors purchasing shares of our common stock and in litigation

market price of our common stock has fluctuated significantly in the past and may continue to fluctuate significantly in the future.

The market price of our common stock may continue to fluctuate in response to one or more of the following factors, or any of the other

risks or uncertainties discussed in this report, many of which are beyond our control:

● fluctuations in our quarterly or annual operating results;

● fluctuations in the market prices of our products;

● fluctuations in the costs of key production input commodities

such as corn and natural gas;

● the timing, cost and effects of, and our ability to fund,

our capital improvement projects, including our CCS initiative;

● regulatory developments or increased enforcement relating

to our initiatives and projects or to our business, including our CCS initiative;

● our ability to qualify for and receive Section 45Z tax credits

under the Inflation Reduction Act of 2022 for low carbon fuel, including in the anticipated amounts and at the expected times;

● anticipated trends in our financial condition and results

of operations;

● our ability to obtain any necessary financing;

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

from major customers, including annual contracted sales volumes for our specialty alcohols;

● competitive pricing pressures;

● changes in market valuations of companies similar to us;

● stock market price and volume fluctuations generally;

● additions or departures of key personnel;

● environmental, product or other liabilities we may incur;

● our financing activities and future sales of our common stock

or other securities;

● our ability to maintain contracts that are critical to our

price at which you purchase shares of our common stock may not be indicative of the price that will prevail in the trading market.

may be unable to sell your shares of common stock at or above your purchase price, which may result in substantial losses to you and

which may include the complete loss of your investment.

In the past, securities class action litigation has often been brought against

a company following periods of high stock price volatility.

We may be the target of similar litigation in the future.

Securities litigation could result in substantial

costs and divert management’s attention and our resources away from our business.

Any of the risks described

above could have a material adverse effect on our results of operations, the price of our common stock, or both.

do not plan to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their shares

unless and until they sell them.

We intend to retain a significant

portion of any future earnings to finance the development, operation and expansion of our business.

We do not anticipate paying any cash

dividends on our common stock in the near future.

The declaration, payment, and amount of any future dividends will be made at the discretion

of our board of directors, and will depend upon, among other things, our results of operations, cash flows, and financial condition,

operating and capital requirements, compliance with any applicable debt covenants, and other factors our board of directors considers

There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance of the amount of

any such dividend.

Unless our board of directors determines to pay dividends, our stockholders will be required to look solely to appreciation

in the value of our common stock to realize any gain on their investment.

There can be no assurance that any such appreciation will occur.

Our bylaws contain exclusive forum provisions that

could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees

Our bylaws provide that, unless we consent in

writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole and exclusive forum for (a) any derivative

action or proceeding brought on our behalf, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer

or other employee of us to us or our stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware

General Corporation Law, or (d) any action asserting a claim governed by the internal affairs doctrine.

Our bylaws also provide that, unless we consent

in writing to the selection of an alternative forum, to the fullest extent permitted by applicable law, the federal district courts of

the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under

the Securities Act of 1933, as amended, or the Securities Act, including all causes of action asserted against any defendant named in

such complaint, including our officers and directors, underwriters for any offering giving rise to such complaint, and any other professional

entity whose profession gives authority to a statement made by that person or entity and who has prepared or certified any part of the

documents underlying the offering.

For the avoidance of doubt, the exclusive forum

provisions described above do not apply to any claims arising under the Securities Act or the Securities Exchange Act of 1934, as amended,

or the Exchange Act, to the extent federal law requires otherwise.

Section 27 of the Exchange Act creates exclusive federal jurisdiction

over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section

22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability

created by the Securities Act or the rules and regulations thereunder.

The choice of forum provisions in our bylaws may

limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable for disputes with us or our directors,

officers, employees, agents or other third parties, which may discourage such lawsuits against us and our directors, officers, employees,

agents and other third parties even though an action, if successful, might benefit our stockholders.

The applicable courts may also reach

different judgments or results than would other courts, including courts where a stockholder considering an action may be located or

would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders.

respect to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types of actions, stockholders

who do bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any such claim, particularly

if they do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable to, or unenforceable

in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving

such matters in other jurisdictions, which could have a material adverse effect on us.

General Risk Factors

Cyberattacks through security vulnerabilities could

lead to disruption of our business, reduced revenue, increased costs, liability claims, or harm to our reputation or competitive position.

Security vulnerabilities may arise from our hardware,

software, employees, contractors or policies we have deployed, which may result in external parties gaining access to our networks, data

centers, cloud data centers, corporate computers, manufacturing systems, and/or access to accounts we have at our suppliers, vendors

or customers.

External parties may gain access to our data or our customers’ data, or attack the networks causing denial of service

or attempt to hold our data or systems in ransom.

The vulnerability could be caused by inadequate account security practices such

as the failure to timely remove employee access when terminated.

To mitigate these security issues, we have implemented measures throughout

our organization, including firewalls, backups, encryption, employee information technology policies and user account policies.

there can be no assurance that these measures will be sufficient to avoid cyberattacks.

If any of these types of security breaches were

to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially

damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation and possible significant liability.

Further, if we fail to adequately maintain our

information technology infrastructure, we may have outages and data loss.

Excessive outages may affect our ability to timely and efficiently

deliver products to customers or develop new products.

Such disruptions and data loss may adversely impact our ability to fulfill orders

and interrupt other processes.

Delayed sales or lost customers resulting from these disruptions could adversely affect our financial

results, stock price and reputation.

Our and our business partners’ or contractors’

failure to fully comply with applicable data privacy or similar laws could lead to significant fines and require onerous corrective action.

In addition, data security breaches experienced by us or our business partners or contractors could result in the loss of trade secrets

or other intellectual property, public disclosure of sensitive commercial data, and the exposure of personally identifiable information

(including sensitive personal information) of our employees, customers, suppliers, contractors and others.

Securities litigation

could result in substantial costs and divert management’s attention and our resources away from our business.

of the risks described above could have a material adverse effect on our results of operations, the price of our common stock, or both.

we do not plan to pay any cash dividends on our shares of common stock, our stockholders will not be able to receive a return on their

shares unless and until they sell them.

intend to retain a significant portion of any future earnings to finance the development, operation and expansion of our business.

do not anticipate paying any cash dividends on our common stock in the near future.

The declaration, payment, and amount of any future

dividends will be made at the discretion of our board of directors, and will depend upon, among other things, our results of operations,

cash flows, and financial condition, operating and capital requirements, compliance with any applicable debt covenants, and other factors

our board of directors considers relevant.

There is no assurance that future dividends will be paid, and, if dividends are paid, there

is no assurance of the amount of any such dividend.

Unless our board of directors determines to pay dividends, our stockholders will

be required to look solely to appreciation in the value of our common stock to realize any gain on their investment.

There can be no

assurance that any such appreciation will occur.

Our bylaws contain

exclusive forum provisions that could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us

or our directors, officers, employees or agents.

provide that, unless we consent in writing to the selection of an alternative forum, the Delaware Court of Chancery shall be the sole

and exclusive forum for (a) any derivative action or proceeding brought on our behalf, (b) any action asserting a claim of breach of

a fiduciary duty owed by any director, officer or other employee of us to us or our stockholders, (c) any action asserting a claim arising

pursuant to any provision of the Delaware General Corporation Law, or (d) any action asserting a claim governed by the internal affairs

also provide that, unless we consent in writing to the selection of an alternative forum, to the fullest extent permitted by applicable

law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting

a cause of action arising under the Securities Act of 1933, as amended, or the Securities Act, including all causes of action asserted

against any defendant named in such complaint, including our officers and directors, underwriters for any offering giving rise to such

complaint, and any other professional entity whose profession gives authority to a statement made by that person or entity and who has

prepared or certified any part of the documents underlying the offering.

avoidance of doubt, the exclusive forum provisions described above do not apply to any claims arising under the Securities Act or the

Securities Exchange Act of 1934, as amended, or the Exchange Act, to the extent federal law requires otherwise.

Section 27 of the Exchange

Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the

rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over

all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

of forum provisions in our bylaws may limit our stockholders’ ability to bring a claim in a judicial forum that they find favorable

for disputes with us or our directors, officers, employees, agents or other third parties, which may discourage such lawsuits against

us and our directors, officers, employees, agents and other third parties even though an action, if successful, might benefit our stockholders.

The applicable courts may also reach different judgments or results than would other courts, including courts where a stockholder considering

an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than

to our stockholders.

With respect to the provision making the Delaware Court of Chancery the sole and exclusive forum for certain types

of actions, stockholders who do bring a claim in the Delaware Court of Chancery could face additional litigation costs in pursuing any

such claim, particularly if they do not reside in or near Delaware.

Finally, if a court were to find these provisions of our bylaws inapplicable

to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated

with resolving such matters in other jurisdictions, which could have a material adverse effect on us.

Cyberattacks through

security vulnerabilities could lead to disruption of our business, reduced revenue, increased costs, liability claims, or harm to our

reputation or competitive position.

vulnerabilities may arise from our hardware, software, employees, contractors or policies we have deployed, which may result in external

parties gaining access to our networks, data centers, cloud data centers, corporate computers, manufacturing systems, and/or access to

accounts we have at our suppliers, vendors or customers.

External parties may gain access to our data or our customers’ data, or

attack the networks causing denial of service or attempt to hold our data or systems in ransom.

The vulnerability could be caused

by inadequate account security practices such as the failure to timely remove employee access when terminated.

To mitigate these security

issues, we have implemented measures throughout our organization, including firewalls, backups, encryption, employee information technology

policies and user account policies.

However, there can be no assurance that these measures will be sufficient to avoid cyberattacks.

If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business

partners and customers could be materially damaged, our reputation could be materially harmed, and we could be exposed to a risk of litigation

and possible significant liability.

if we fail to adequately maintain our information technology infrastructure, we may have outages and data loss.

Excessive outages may

affect our ability to timely and efficiently deliver products to customers or develop new products.

Such disruptions and data loss may

adversely impact our ability to fulfill orders and interrupt other processes.

Delayed sales or lost customers resulting from these disruptions

could adversely affect our financial results, stock price and reputation.

our business partners’ or contractors’ failure to fully comply with applicable data privacy or similar laws could lead to

significant fines and require onerous corrective action.

In addition, data security breaches experienced by us or our business partners

or contractors could result in the loss of trade secrets or other intellectual property, public disclosure of sensitive commercial data,

and the exposure of personally identifiable information (including sensitive personal information) of our employees, customers, suppliers,

contractors and others.

use or disclosure of, or access to, any personal information maintained by us or on our behalf, whether through breach of our systems,

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Item 1A. Risk Factors