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Form 8-K

sec.gov

8-K — Alto Ingredients, Inc.

Accession: 0001213900-26-085686

Filed: 2026-08-05

Period: 2026-08-05

CIK: 0000778164

SIC: 2860 (INDUSTRIAL ORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — ea0300669-8k_alto.htm (Primary)

EX-99.1 — PRESS RELEASE DATED AUGUST 5, 2026 (ea030066901ex99-1.htm)

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8-K — CURRENT REPORT

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0000778164

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2026-08-05

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of

earliest event reported):  August

5, 2026

ALTO INGREDIENTS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

000-21467

41-2170618

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

1300 South Second Street

Pekin, Illinois

61554

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone

Number, Including Area Code: (833)

710-2586

N/A

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ALTO

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the

registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2

of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

2.02. Results of Operations and Financial Condition.

On August 5, 2026, Alto Ingredients,

Inc. issued a press release announcing certain results of operations for the three and six months ended June 30, 2026. A copy of the press

release is furnished (not filed) as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished

in this Item 2.02 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for the

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section. The information in this Item 2.02 of this Current Report on Form 8-K is not incorporated by reference into

any filings of Alto Ingredients, Inc. made under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after

the date of this Current Report on Form 8-K, regardless of any general incorporation language in the filing unless specifically stated

so therein.

Item

9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number

Description

99.1

Press Release dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Date: August 5, 2026

ALTO INGREDIENTS, INC.

By:

/s/ AUSTE M. GRAHAM

Auste M. Graham,

Chief Legal Officer and Secretary

2

EX-99.1 — PRESS RELEASE DATED AUGUST 5, 2026

EX-99.1

Filename: ea030066901ex99-1.htm · Sequence: 2

Exhibit 99.1

Alto

Ingredients, Inc. Reports Second Quarter 2026 Results

Q2

2026 Gross Profit of $16.6 Million Increased $18.6 Million

Q2 2026 Net Income of $11.4 Million, or $0.15 per Share, Improved $22.7 Million

Q2 2026 Adjusted EBITDA of $23.7 Million Improved $23.9 Million

Pekin,

Ill., August 5, 2026 – Alto Ingredients, Inc. (NASDAQ: ALTO), a leading producer and distributor of renewable fuels, essential

ingredients and specialty alcohols, reported its financial results for the quarter ended June 30, 2026.

“Alto’s

second quarter results mark the fourth consecutive quarter of positive gross profit, income from operations, net income and adjusted

EBITDA. We have maintained consistent profitability over this period even before the contribution of earnings from 45Z tax credits. These

results demonstrate the benefits of our diversification strategy, which gives us the flexibility to shift production toward the most

attractive end markets and capture premium-value opportunities,” said President and Chief Executive Officer Bryon McGregor.

“Having

begun a strategic realignment three years ago, we now have a diversified product portfolio, a leaner cost structure and an operating

model capable of generating positive adjusted EBITDA through commodity cycles while providing meaningful upside when market conditions

are favorable,” added Mr. McGregor. “In addition, we have numerous initiatives in process and ahead of us to expand capacity,

optimize CO2 production, improve efficiencies and increase our earnings from 45Z tax credits.”

Mr.

McGregor concluded, “Our second quarter and latest 12-month financial results, combined with our ability to execute on high-return

opportunities, reinforce our confidence in Alto’s ability to generate sustainable earnings and create long-term shareholder value.”

Rob

Olander, Chief Financial Officer, added that, “Today, we established a $50 million at-the-market equity program. Alongside our

available borrowing capacity and operating cash flow, the ATM program provides additional financial flexibility and a prudent, low-cost

tool to effectively access equity capital. We see a number of attractive, high-return organic opportunities across

our platform. Having the ATM program in place allows us to remain prepared to pursue those opportunities when expected returns, market

conditions and shareholder interests align. Any use of the program would be disciplined, measured and evaluated against other sources

of available capital.”

Financial

Results for the Three Months Ended June 30, 2026 Compared to 2025

Net sales were $245.7 million, compared to

$218.4 million.

● Cost

of goods sold was $229.1 million, compared to $220.4 million.

● Gross

profit was $16.6 million, compared to a gross loss of $1.9 million.

1

● Selling,

general and administrative expenses were $8.0 million, compared to $6.2 million.

● Interest

expense was $2.0 million, compared to $2.8 million.

● Net

income attributable to common stockholders was $11.4 million, or $0.15 per diluted share,

compared to a net loss of $11.3 million, or $0.15 per share.

● Adjusted

EBITDA was $23.7 million, compared to negative $0.2 million, an increase of $23.9 million.

Cash

and cash equivalents at June 30, 2026 were $24.0 million, compared to $23.4 million at December 31, 2025. The company’s borrowing

availability at June 30, 2026 was $106 million, including $41 million under the company’s operating line of credit and $65 million

under its term loan facility.

Second

Quarter 2026 Results Conference Call

Management

will host a conference call at 2:00 p.m. Pacific Time / 5:00 p.m. Eastern Time on Wednesday, August 5, 2026, and will deliver prepared

remarks via webcast followed by a question-and-answer session.

To

receive a number and unique PIN by email, register here. To dial directly

up to 20 minutes prior to the scheduled call time, please dial (833) 630-0017 domestically and (412) 317-1806 internationally. Alternatively,

the webcast for the conference call can be accessed from Alto Ingredients’ website at www.altoingredients.com

and will be available for one year.

Use

of Non-GAAP Measures

Management

believes that certain financial measures not in accordance with generally accepted accounting principles (“GAAP”) are useful

measures of operations. The company defines Adjusted EBITDA as unaudited consolidated net income (loss) before interest expense, interest

income, provision (benefit) for income taxes, asset impairments, unrealized derivative gains and losses, acquisition-related expense,

excess insurance proceeds and depreciation and amortization expense. A table is provided at the end of this release that provides a reconciliation

of Adjusted EBITDA to its most directly comparable GAAP measure, net income (loss). Management provides this non-GAAP measure so that

investors will have the same financial information that management uses, which may assist investors in properly assessing the company’s

performance on a period-over-period basis. Adjusted EBITDA is not a measure of financial performance under GAAP and should not be considered

as an alternative to net income (loss) or any other measure of performance under GAAP, or to cash flows from operating, investing or

financing activities as an indicator of cash flows or as a measure of liquidity. Adjusted EBITDA has limitations as an analytical tool,

and you should not consider this measure in isolation or as a substitute for analysis of the company’s results as reported under GAAP.

2

About

Alto Ingredients, Inc.

Alto

Ingredients, Inc. (NASDAQ: ALTO) is a leading producer and distributor of renewable fuels, essential ingredients and specialty alcohols.

Leveraging the unique qualities of its facilities, the company serves customers in a wide range of consumer and commercial products in

the Health, Home & Beauty; Food & Beverage; Industry & Agriculture; Essential Ingredients; and Renewable Fuels markets. For

more information, please visit www.altoingredients.com.

Safe

Harbor Statement under the Private Securities Litigation Reform Act of 1995

Statements

and information contained in this communication that refer to or include Alto Ingredients’ estimated or anticipated future results

or other non-historical expressions of fact are forward-looking statements that reflect Alto Ingredients’ current perspective of

existing trends and information as of the date of the communication. Forward-looking statements generally will be accompanied by words

such as “anticipate,” “believe,” “plan,” “could,” “should,” “estimate,”

“expect,” “forecast,” “outlook,” “guidance,” “intend,” “may,”

“might,” “will,” “possible,” “potential,” “predict,” “project,”

or other similar words, phrases or expressions. Such forward-looking statements include, but are not limited to, statements concerning

Alto Ingredients’ expectations around expanding production capacity; profitability and executing on opportunities to grow earnings,

including through improved utilization and reliability, optimization and capital projects, and monetizing additional Section 45Z tax

credits; the use and benefits of its ATM program, including returns that Alto Ingredients may generate from using funds, if any, from

the program to make capital investments; and Alto Ingredients’ other plans, objectives, expectations and intentions. It is important

to note that Alto Ingredients’ plans, objectives, expectations and intentions are not predictions of actual performance. Actual

results may differ materially from Alto Ingredients’ current expectations depending upon a number of factors affecting Alto Ingredients’

business and plans. These factors include, among others, adverse economic and market conditions, including for renewable fuels, specialty

alcohols and essential ingredients; export conditions and international demand for the company’s products; fluctuations in the

price of and demand for oil and gasoline; raw material costs, including production input costs, such as corn and natural gas; adverse

impacts of inflation and supply chain constraints, including from tariffs; prevailing market prices and trading volumes of Alto Ingredients’

stock; Alto Ingredients’ ability, if desirable, to execute on its ATM program; Alto Ingredients’ ability to timely and within

budget execute on its optimization and capital projects; regulatory developments and Alto Ingredients’ ability to successfully

pursue and secure opportunities, and realize the expected results, under existing and new legislation, including the Section 45Z regulations,

and to successfully apply for and receive anticipated credit amounts. These factors also include, among others, the inherent uncertainty

associated with financial and other projections; the anticipated size of the markets and continued demand for Alto Ingredients’

products; the impact of competitive products and pricing; the risks and uncertainties normally incident to the alcohol production, marketing

and distribution industries; changes in generally accepted accounting principles; successful compliance with governmental regulations

applicable to Alto Ingredients’ facilities, products and/or businesses; changes in laws, regulations and governmental policies;

the loss of key senior management or staff; and other events, factors and risks previously and from time to time disclosed in Alto Ingredients’

filings with the Securities and Exchange Commission including, specifically, those factors set forth in the “Risk Factors”

section contained in Alto Ingredients’ Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 8,

2026.

Company

IR and Media Contact:

Michael

Kramer, Alto Ingredients, Inc., 916-403-2755

Investorrelations@altoingredients.com

IR

Agency Contact:

Jody

Burfening, Alliance Advisors Investor Relations, 212-838-3777,

Investorrelations@altoingredients.com

3

ALTO

INGREDIENTS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited,

in thousands, except per share data)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net sales

$ 245,698

$ 218,436

$ 470,378

$ 444,976

Cost of goods sold

229,062

220,373

444,523

448,720

Gross profit (loss)

16,636

(1,937 )

25,855

(3,744 )

Selling, general and administrative expenses

8,017

6,171

14,716

13,361

Income (loss) from operations

8,619

(8,108 )

11,139

(17,105 )

Interest expense, net

(1,960 )

(2,811 )

(4,158 )

(5,540 )

Transferable tax credits, net

5,112

9,012

Other expense, net

(70 )

(78 )

(21 )

(31 )

Income (loss) before provision for income taxes

11,701

(10,997 )

15,972

(22,676 )

Provision for income taxes

Net income (loss)

$ 11,701

$ (10,997 )

$ 15,972

$ (22,676 )

Preferred stock dividends

$ (315 )

$ (315 )

$ (627 )

$ (627 )

Net income (loss) attributable to common stockholders

$ 11,386

$ (11,312 )

$ 15,345

$ (23,303 )

Net income (loss) per share, basic

$ 0.15

$ (0.15 )

$ 0.20

$ (0.31 )

Net income (loss) per share, diluted

$ 0.15

$ (0.15 )

$ 0.20

$ (0.31 )

Weighted-average shares outstanding, basic

75,588

74,611

75,191

74,232

Weighted-average shares outstanding, diluted

77,071

74,611

76,609

74,232

4

ALTO

INGREDIENTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited, in thousands, except par value)

ASSETS

June 30,

2026

December 31,

2025

Current Assets:

Cash and cash equivalents

$ 23,962

$ 23,415

Restricted cash

2,258

Accounts receivable, net

67,889

55,069

Inventories

51,609

61,676

Transferable tax credits, net

8,265

7,500

Derivative instruments

4,173

525

Other current assets

4,926

5,474

Total current assets

160,824

155,917

Property and equipment, net

197,479

198,501

Other Assets:

Right of use operating lease assets, net

21,492

16,931

Intangible assets, net

7,264

7,574

Other assets

10,011

9,863

Total other assets

38,767

34,368

Total Assets

$ 397,070

$ 388,786

5

ALTO

INGREDIENTS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS (CONTINUED)

(unaudited, in thousands, except par value)

June 30,

2026

December 31,

2025

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current Liabilities:

Accounts payable

$ 24,219

$ 14,509

Accrued liabilities

16,424

16,691

Current portion – long-term debt

16,600

Current portion – operating leases

4,916

4,958

Derivative instruments

277

1,067

Other current liabilities

4,561

5,246

Total current liabilities

50,397

59,071

Long-term debt, net

60,469

63,027

Operating leases, net of current portion

17,553

13,012

Other liabilities

8,774

8,435

Total Liabilities

137,193

143,545

Stockholders’ Equity:

Preferred stock, $0.001 par value; 10,000 shares authorized; Series A: no shares issued and outstanding as of June 30, 2026 and December 31, 2025 Series B: 927 shares issued and outstanding as of June 30, 2026 and December 31, 2025

1

1

Common stock, $0.001 par value; 300,000 shares authorized; 77,576 and 77,307 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively

78

77

Non-voting common stock, $0.001 par value; 3,553 shares authorized; 1 share issued and outstanding as of June 30, 2026 and December 31, 2025

Additional paid-in capital

1,051,085

1,051,795

Accumulated other comprehensive income

5,461

5,461

Accumulated deficit

(796,748 )

(812,093 )

Total Stockholders’ Equity

259,877

245,241

Total Liabilities and Stockholders’ Equity

$ 397,070

$ 388,786

6

Reconciliation

of Adjusted EBITDA to Net Income (Loss)

Three Months Ended

June 30,

Six Months Ended

June 30,

(in thousands) (unaudited)

2026

2025

2026

2025

Net income (loss)

$ 11,701

$ (10,997 )

$ 15,972

$ (22,676 )

Adjustments:

Interest expense

1,960

2,811

4,158

5,540

Interest income

(87 )

(67 )

(165 )

(150 )

Unrealized derivative losses (gains)

3,634

2,117

(4,439 )

483

Acquisition-related income

(460 )

(460 )

Depreciation and amortization expense

6,452

6,365

12,819

12,631

Total adjustments

11,959

10,766

12,373

18,044

Adjusted EBITDA

$ 23,660

$ (231 )

$ 28,345

$ (4,632 )

7

Segment

Financials (in thousands) (unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Net Sales

Pekin Campus production:

Alcohol sales

$ 114,370

$ 94,155

$ 222,321

$ 201,390

Essential ingredient sales

45,071

39,565

89,064

84,183

Intersegment sales

229

183

492

481

Total Pekin Campus sales

159,670

133,903

311,877

286,054

Marketing and distribution:

Alcohol sales, gross

$ 54,612

$ 58,106

$ 101,889

$ 107,101

Alcohol sales, net

60

80

109

142

Intersegment sales

2,512

2,334

4,962

4,840

Total marketing and distribution sales

57,184

60,520

106,960

112,083

Western production:

Alcohol sales

$ 20,798

$ 16,604

$ 37,479

$ 32,798

Essential ingredient sales

8,843

8,250

16,123

16,058

Intersegment sales

449

505

848

769

Total Western production sales

30,090

25,359

54,450

49,625

Corporate and other

1,944

1,676

3,393

3,304

Intersegment eliminations

(3,190 )

(3,022 )

(6,302 )

(6,090 )

Net sales as reported

$ 245,698

$ 218,436

$ 470,378

$ 444,976

Cost of goods sold:

Pekin Campus production

$ 148,148

$ 139,748

$ 292,918

$ 294,974

Marketing and distribution

53,404

56,518

99,442

104,167

Western production

27,955

23,501

52,707

49,024

Corporate and other

1,010

1,705

2,046

3,386

Intersegment eliminations

(1,455 )

(1,099 )

(2,590 )

(2,831 )

Cost of goods sold as reported

$ 229,062

$ 220,373

$ 444,523

$ 448,720

Gross profit (loss):

Pekin Campus production

$ 11,522

$ (5,845 )

$ 18,959

$ (8,920 )

Marketing and distribution

3,780

4,002

7,518

7,916

Western production

2,135

1,858

1,743

601

Corporate and other

934

(29 )

1,347

(82 )

Intersegment eliminations

(1,735 )

(1,923 )

(3,712 )

(3,259 )

Gross profit (loss) as reported

$ 16,636

$ (1,937 )

$ 25,855

$ (3,744 )

8

Sales

and Operating Metrics (unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Alcohol Sales (gallons in millions)

Pekin Campus renewable fuel gallons sold

31.6

28.8

62.8

61.4

Western production renewable fuel gallons sold

9.4

8.3

17.6

16.6

Third-party renewable fuel gallons sold

24.0

29.7

47.5

54.1

Total renewable fuel gallons sold

65.0

66.8

127.9

132.1

Specialty alcohol gallons sold

23.5

19.9

46.5

44.2

Total gallons sold

88.5

86.7

174.4

176.3

Sales Price per Gallon

Pekin Campus production

$ 2.09

$ 1.95

$ 2.05

$ 1.92

Western production

$ 2.20

$ 2.00

$ 2.13

$ 1.98

Marketing and distribution

$ 2.27

$ 1.96

$ 2.14

$ 1.98

Average sales price per gallon

$ 2.15

$ 1.95

$ 2.08

$ 1.94

Alcohol Production (gallons in millions)

Pekin Campus production

51.8

50.9

103.0

105.2

Western production

9.0

8.3

16.9

16.6

Total production gallons

60.8

59.2

119.9

121.8

Corn Cost per Bushel

Pekin Campus production

$ 4.58

$ 4.86

$ 4.51

$ 4.75

Western production

$ 5.59

$ 5.71

$ 5.57

$ 5.83

Average cost per bushel

$ 4.73

$ 4.98

$ 4.65

$ 4.89

9

Sales and Operating Metrics

(unaudited)

Three Months Ended

June 30,

Six Months Ended

June 30,

2026

2025

2026

2025

Average Market Metrics

PLATTS Ethanol price per gallon

$

1.92

$

1.72

$

1.82

$

1.72

CME Corn cost per bushel

$

4.44

$

4.51

$

4.41

$

4.62

Board corn crush per gallons (1)

$

0.33

$

0.11

$

0.25

$

0.07

Essential Ingredients Sold (thousand tons)

Pekin Campus production:

Distillers grains

68.2

70.2

148.6

160.9

CO2

45.2

45.1

88.5

90.4

Corn wet feed

26.3

28.7

56.2

63.2

Corn dry feed

24.7

21.4

45.7

45.2

Corn oil and germ

19.1

18.9

37.2

38.5

Syrup and other

11.9

11.7

21.1

19.9

Corn meal

8.2

8.3

17.7

17.7

Yeast

5.9

5.7

12.0

12.1

Total Pekin Campus essential ingredients sold

209.5

210.0

427.0

447.9

Western production:

Distillers grains

67.0

61.8

127.1

119.9

CO2

14.5

14.4

27.3

27.0

Corn oil

0.9

1.0

1.7

2.4

Syrup and other

0.6

1.2

1.4

2.0

Total Western production essential ingredients sold

83.0

78.4

157.5

151.3

Total Essential Ingredients Sold

292.5

288.4

584.5

599.2

Essential ingredients return % (2)

Pekin Campus return

51.7

%

44.2

%

52.8

%

46.1

%

Western production return

51.4

%

50.8

%

50.7

%

49.9

%

Consolidated total return

51.6

%

45.2

%

52.5

%

46.7

%

(1) Assumes

corn conversion of 2.80 gallons of alcohol per bushel of corn.

(2) Essential

ingredients revenues as a percentage of total corn costs consumed.

####

10

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ALTO INGREDIENTS, INC.

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Address Line 1 such as Attn, Building Name, Street Name

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Name of the City or Town

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Code for the postal or zip code

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Name of the state or province.

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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

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Indicate if registrant meets the emerging growth company criteria.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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Two-character EDGAR code representing the state or country of incorporation.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

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Local phone number for entity.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

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Title of a 12(b) registered security.

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Name of the Exchange on which a security is registered.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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