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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Alto Ingredients, Inc. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
021513106 (CUSIP Number) |
BRADLEY L. RADOFF 2727 Kirby Drive, Unit 29L, Houston, TX, 77098 713-482-2196 MICHAEL TOROK 68 Mazzeo Drive, Randolph, MA, 02368 617-680-6709 RYAN NEBEL OLSHAN FROME WOLOSKY LLP, 1325 Avenue of the Americas New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 021513106 |
| 1 |
Name of reporting person
Radoff Family Foundation | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
325,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 021513106 |
| 1 |
Name of reporting person
Radoff Bradley Louis | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,625,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. | 021513106 |
| 1 |
Name of reporting person
JEC II Associates, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
800,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. | 021513106 |
| 1 |
Name of reporting person
Torok Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,300,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value |
| (b) | Name of Issuer:
Alto Ingredients, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
400 CAPITOL MALL, SUITE 2060, SACRAMENTO,
CALIFORNIA
, 95814. |
| Item 2. | Identity and Background |
| (a) | Item 2(a) is hereby amended to add the following:
Following the entry into the Agreement, as defined and described in Item 4 below, on March 18, 2025, the Reporting Persons mutually agreed in writing to terminate the Group Agreement pursuant to Section 9 thereof (the "Termination Agreement"). In connection with the Termination Agreement, which is attached as Exhibit 99.2 hereto and incorporated herein by reference, the Reporting Persons are no longer members of a Section 13(d) group and shall cease to be Reporting Persons immediately after the filing of this Amendment No. 1 to the Schedule 13D. |
| Item 4. | Purpose of Transaction |
Item 4 is hereby amended to add the following:
On March 17, 2025, Bradley L. Radoff and Michael Torok (together, the "Radoff/Torok Group") entered into a letter agreement (the "Agreement") with the Issuer. Pursuant to the Agreement, incumbent directors Douglas L. Kieta and Michael D. Kandris will not stand for re-election to the Board at the 2025 Annual Meeting.
Pursuant to the Agreement, the Reporting Persons are subject to certain customary standstill restrictions from the date of the Agreement until the earlier to occur of (i) 30 days prior to the deadline for delivery of notice under the Amended and Restated Bylaws of the Issuer for the nomination of director candidates for election to the Board at the Issuer's 2026 Annual Meeting of Stockholders (the "2026 Annual Meeting") or (ii) 120 days prior to the first anniversary of the 2025 Annual Meeting (the "Standstill Period"), it being understood that the Issuer shall be required to give sufficient advance notice to the Radoff/Torok Group in the event the Issuer determines to advance or delay the 2026 Annual Meeting, so that the Radoff/Torok Group will continue to have no less than 30 days to nominate at such meeting. During the Standstill Period, the Reporting Persons also agreed to vote their Shares in favor of all directors nominated by the Board for election and otherwise in accordance with the recommendations of the Board, and against the election of any director nominee not so recommended by the Board; provided, however, that in the event that both Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co., LLC ("Glass Lewis") recommend otherwise with respect to any proposals (other than the election of directors), the Reporting Persons shall be permitted to vote in accordance with the ISS and Glass Lewis recommendations; provided, further, that the Reporting Persons shall be permitted to vote in their sole discretion with respect to any publicly announced proposals relating to a merger, acquisition, disposition of all or substantially all of the assets of the Issuer or other business combination involving the Issuer requiring a vote of stockholders of the Issuer. During the Standstill Period, the Reporting Persons also agreed not to acquire beneficial ownership of more than 19.9% of the outstanding Shares.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) is hereby amended and restated to read as follows:
The aggregate percentage of Shares reported owned by each person named herein is based on 76,611,090 Shares outstanding as of March 12, 2025, which is the total number of Shares outstanding as disclosed in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 13, 2025.
As of the date hereof, the Radoff Foundation directly beneficially owned 325,000 Shares, constituting approximately 0.4% of the Shares outstanding.
As of the date hereof, Mr. Radoff directly beneficially owned 3,300,000 Shares, constituting approximately 4.3% of the Shares outstanding. Mr. Radoff, as a director of the Radoff Foundation, may be deemed to beneficially own the 325,000 Shares beneficially owned by the Radoff Foundation, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 3,625,000 Shares, constituting approximately 4.7% of the Shares outstanding.
As of the date hereof, JEC II directly beneficially owned 800,000 Shares, constituting approximately 1.0% of the Shares outstanding.
As of the date hereof, Mr. Torok directly beneficially owned 500,000 Shares, constituting approximately 0.7% of the Shares outstanding. Mr. Torok, as the Manager of JEC II, may be deemed to beneficially own the 800,000 Shares beneficially owned by JEC II, which, together with the Shares he directly beneficially owns, constitutes an aggregate of 1,300,000 Shares, constituting approximately 1.7% of the Shares outstanding.
Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. |
| (c) | Item 5(c) is hereby amended and restated to read as follows:
There have been no transactions in securities of the Issuer by the Reporting Persons since the filing of the Schedule 13D. |
| (e) | Item 5(e) is hereby amended and restated to read as follows:
As of March 18, 2025, effective upon the Termination Agreement, the Reporting Persons ceased to collectively beneficially own over 5% of the Shares. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 is hereby amended to add the following:
On March 17, 2025, the Radoff/Torok Group and the Issuer entered into the Agreement as defined and described in Item 4 above and attached as Exhibit 99.1 hereto.
On March 18, 2025, the Reporting Persons executed the Termination Agreement, thereby terminating the Group Agreement. A copy of the Termination Agreement is attached as Exhibit 99.2 hereto and is incorporated herein by reference. | |
| Item 7. | Material to be Filed as Exhibits. |
Item 7 is hereby amended to add the following exhibits:
99.1 - Agreement, dated March 17, 2025, by and among the Issuer, Bradley L. Radoff and Michael Torok.
99.2 - Termination Agreement, dated March 18, 2025. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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