Alto Ingredients Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:000-21467 ALTO INGREDIENTS, INC.(Exact name of registrant as specified in its charter) Delaware41-2170618(State or other jurisdiction of(I.R.S. Employer (Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(833)710-2586 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Smaller reporting company☒Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by nonaffiliates of the registrant computed by referenceto the closing sale price of such stock, was approximately $105million as of June 28, 2024, the last business day of the registrant’smost recently completed second fiscal quarter. As of March 12, 2025, there were76,611,090shares of the registrant’s common stock, $0.001 par value per share, and 896 shares ofthe registrant’s non-voting common stock, $0.001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE: The information required by Part III of this Report, to the extent not set forth herein, is incorporated herein by reference from theregistrant’s definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders (“Proxy Statement”), which definitiveProxy Statement shall be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year to whichthis Report relates. TABLE OF CONTENTS PPART I Item 1.Business1Item 1A.Risk Factors15Item 1B.Unresolved Staff Comments28Item 1C.Cybersecurity28Item 2.Properties30Item 3.Legal Proceedings30Item 4.Mine Safety Disclosures30 Item 5.Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities31Item 6.[Reserved]32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations32Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8.Financial Statements and Supplementary Data51Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure51Item 9A.Controls and Procedures51Item 9B.Other Information53Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections53 Item 10