UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
____________________________
Amendment No. 1
to
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.
þ 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: $0.93
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Filing Party:
Alternative Liquidity Index LP
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Form or Registration
No.: SC TO-T
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Date Filed: January
19, 2022
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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: þ
FINAL AMENDMENT TO TENDER
OFFER
This Final Amendment
to the Tender Offer Statement on Schedule TO relates to the offer
(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.
The Offer expired on
March 15, 2022, and no Shares were tendered.
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*
*Previously filed on January 19
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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March 21, 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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