UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
____________________________
SCHEDULE TO
TENDER OFFER STATEMENT UNDER
SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF
1934
____________________________
Itronics,
Inc.
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(Name of Subject Company
(Issuer))
Alternative Liquidity Index
LP
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(Names of Filing Person
(Purchaser))
Common Stock, $0.001
par value
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(Title of Class of
Securities)
465743300
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(CUSIP Number of Class of
Securities)
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Jacob
Mohs
Alternative Liquidity Index LP
C/O
Alternative Liquidity Capital
11500
Wayzata Blvd. #1050
Minnetonka, MN 55305
(888)884-8796
info@alternativeliquidity.net
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(Name, Address and Telephone Number of
a Person
Authorized to Receive Notices and
Communications on Behalf of Filing Persons)
Calculation of Filing
Fee
Transaction valuation*
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Amount
of filing fee
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$10,000
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$0.93
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* This amount
represents the maximum amount of the offer.
o Check the box if any part of the fee
is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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Amount Previously
Paid:
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Filing Party:
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Form or Registration
No.:
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Date Filed:
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o Check the box if the filing relates
solely to preliminary communications made before the commencement
of a tender offer.
Check the appropriate boxes below to designate any
transactions to which the statement relates:
þ third-party tender offer subject to
Rule 14d-1
o issuer tender offer subject to
Rule 13e-4
o going-private transaction subject to
Rule 13e-3
o amendment to Schedule 13D under
Rule 13d-2
Check the following box if the filing is a final
amendment reporting the results of the tender
offer: o
SCHEDULE TO
This Tender Offer
Statement on Schedule TO (the “Schedule TO”) relates to the offer
by Alternative Liquidity Index LP (the “Purchaser”), to purchase
for cash, subject to the terms and conditions set forth in the
Offer to Purchase, up to a maximum of 974,776 shares of Itronics
Inc. (“ITRO” or the “Company”) at a purchase price of $0.01
per share, net cash to the seller, less any applicable withholding
taxes and without interest (the “Purchase Price”), and the related
Assignment Form, copies of which are attached as exhibits (a)(1)
and (a)(2), respectively. The Purchaser is not affiliated with the
Company or its management. Any dividends paid after
Expiration Date or such other date to which this Offer may be
extended by the terms of the Offer and as set forth in the
Assignment Form, would be assigned by tendering Shareholders to the
Purchaser. Tender of Shares will include the tender of any and all
securities into which the Shares may be converted and any
securities distributed with respect to the Shares from and after
the Offer Date.
The
Offer will expire at 12:00 midnight, New York City time, on March
15, 2022, unless the Offer is extended or withdrawn (as extended or
withdrawn, the “Expiration Date”).
As of
1/18/2022, to our knowledge, according to https://www.otcmarkets.com,
approximately 19,893,388 shares of the Company’s stock (the
“Shares”) were outstanding. The Purchaser currently does not
beneficially own any of the Shares. The 974,776 shares subject to
the Offer constitute 4.9% of the outstanding Shares. Consummation
of the offer, if all shares sought are tendered, would require
payment by the Purchaser of up to $9,748 in aggregate Purchase
price, which the Purchaser intends to fund out of their current
working capital.
Items 1-11.
The
information set forth in the Offer to Purchase, including all
schedules and appendices thereto, and the related Assignment Form,
is incorporated herein by reference with respect to the
Introduction, Items 1-11 of this Schedule TO.
Item
12.MATERIAL TO BE FILED AS EXHIBITS.
(a)(1)
Offer to Purchase, dated January 18, 2022
(a)(2)Assignment
Form
(a)(3)Letter
to Shareholders
(a)(4) Press Release, dated January
18, 2022, Announcing the Commencement of the Offer
Item
12.
INFORMATION
REQUIRED BY SCHEDULE 13E-3
Not applicable
SIGNATURE
After due 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.
Dated:
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January 18, 2022
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Alternative
Liquidity Index LP
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By: Alternative
Liquidity GP LLC
Title: General
Partner/Investment Manager
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By: /s/ JACOB MOHS
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Name: Jacob Mohs
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Title: Managing Member of the General Partner
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