Filing Analysis
BioLargo, Inc. converted $99,901 of unpaid officer salaries and expenses into 624,383 shares of common stock at a price of $0.16 per share. The issuance is subject to significant lock-up restrictions tied to revenue milestones or market cap thresholds.
🚩 Red Flags
- Related-party transaction involving conversion of unpaid compensation into equity
- Indicates potential liquidity/cash flow constraints as the company is unable to pay officers in cash
- Significant dilution via issuance of 624,383 shares at a very low price point ($0.16)
📋 Key Facts
- Date of event: November 14, 2025
- Aggregate amount converted: $99,901 (unpaid salary and unreimbursed expenses)
- Shares issued: 624,383 common shares
- Conversion price: $0.16 per share (based on Nov 14 closing price)
- Lock-up conditions: Shares are restricted until the company reports gross revenue of ≥$40 million in a single period, market cap exceeds $300 million, or a change in control occurs.
BioLargo, Inc. filed an 8-K to announce an investor webcast scheduled for November 14, 2025. The company provided a slide deck presentation as Exhibit 99.1 in connection with this event.
📋 Key Facts
- Investor webcast held on November 14, 2025, at 1:30 PM Pacific Time.
- Company released a slide deck presentation (Exhibit 99.1) to accompany the webcast.
- The disclosure is made under Item 7.01 (Regulation FD Disclosure), meaning the information is not considered 'filed' for liability purposes under Section 18 of the Exchange Act.
BioLargo, Inc. filed an 8-K to announce its participation in the LD Micro Main Event XIX investor conference. The company provided presentation slides as Exhibit 99.1.
📋 Key Facts
- The company is presenting at the LD Micro Main Event XIX on October 20, 2025, in San Diego, California.
- Presentation materials are included as Exhibit 99.1.
- Information provided under Item 7.01 is not considered 'filed' for purposes of Section 18 of the Exchange Act.
BioLargo has revoked the exclusive license granted to Pooph Inc. due to failure to pay royalties and is terminating its License Agreement with 150 days' notice. This follows a failed payment plan for over $3.7 million in past-due amounts, leading management to anticipate a substantial impairment of a $3.486 million note receivable.
🚩 Red Flags
- Potential substantial impairment of a $3.486 million asset (note receivable).
- Significant legal dispute with a major licensee regarding breach of contract and intellectual property use.
- Loss of significant projected royalty/product revenue stream from Pooph Inc.
📋 Key Facts
- BioLargo revoked Pooph Inc.'s exclusive license on September 24, 2025, due to failure to pay royalties.
- The License Agreement is being terminated with 150 days' notice.
- Pooph Inc. had a past-due balance of $1,378,141 in royalties and $2,385,468 on product invoices as of the June 6, 2025 amendment.
- BioLargo is considering impairing a 'note receivable' asset valued at $3,486,000 on its June 30, 2025 balance sheet.
- Pooph Inc. claims it is terminating the PMMA due to BioLargo's refusal to deliver products; BioLargo disputes this, citing Pooph's failure to meet weekly payment terms.
BioLargo, Inc. filed an 8-K to disclose a slide deck presentation shared during a webcast investor conference held on August 15, 2025.
📋 Key Facts
- The company presented slides at a webcast investor conference on August 15, 2025, at 8:00 AM Pacific Time.
- The presentation is attached as Exhibit 99.1 and contains forward-looking statements subject to safe harbor protections.
- Information disclosed under Item 7.01 is not considered 'filed' for purposes of liability under Section 18 of the Exchange Act.
BioLargo, Inc. filed an 8-K to provide disclosure under Regulation FD via a press release issued on July 23, 2025. The filing does not contain substantive financial data or material event details within the text itself, referring instead to Exhibit 99.1.
📋 Key Facts
- The company issued a press release at approximately 6:00 a.m. Pacific Time on July 23, 2025.
- Disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
- The filing includes Exhibit 99.1 as the primary source of information.
BioLargo, Inc. held its 2025 annual stockholder meeting where shareholders approved a proposal to grant the Board of Directors authority to execute a reverse stock split with a ratio between 1-for-4 and 1-for-10.
🚩 Red Flags
- Approval of a reverse stock split (Red flag escalator).
- The narrow margin of approval for the reverse split (51.8% based on total outstanding shares) suggests significant shareholder dissent or lack of conviction regarding the capital structure change.
📋 Key Facts
- Annual stockholder meeting held on June 19, 2025.
- Shareholders approved a proposal granting the Board discretion to implement a reverse stock split (ratio between 1-for-4 and 1-for-10).
- Proposal for reverse split received 156,326,053 votes 'for' out of 301,775,373 total issued and outstanding shares.
- Seven directors were elected to the Board: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray.
- Ratification of Hacker Johnson & Smith PA as independent auditors for FY2025 was approved with 99.3% support.
BioLargo, Inc. filed an 8-K to disclose a slide deck presentation used during a webcast investor conference held on May 15, 2025.
📋 Key Facts
- The company presented slides (Exhibit 99.1) at an investor conference webcast on May 15, 2025, at 1:30 PM PT.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Information provided under Item 7.01 is not deemed 'filed' for purposes of Section 18 of the Exchange Act or liability under Sections 11 and 12(a)(2) of the Securities Act.
BioLargo, Inc. filed an 8-K to announce the presentation of investor conference slides and a subsequent press release under Regulation FD.
📋 Key Facts
- The company presented slide deck presentation (Exhibit 99.1) at an investor webcast on March 31, 2025, at 1:00 PM PT.
- A press release (Exhibit 99.2) is scheduled for publication on April 1, 2025, at approximately 6:00 AM PT.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
BioLargo, Inc. filed an 8-K to disclose a slide deck presentation (Exhibit 99.1) shared during a webcast investor conference on November 14, 2024.
📋 Key Facts
- The company presented slides at an investor conference on November 14, 2024, at 1:30 PM PT.
- The filing includes a slide deck (Exhibit 99.1) and a press release (Exhibit 99.2).
- Information provided under Item 7.01 is not considered 'filed' for purposes of liability under Section 18 of the Exchange Act.
BioLargo, Inc. filed this 8-K to provide notice of a presentation made during an investor conference on May 14, 2024. The filing includes the slide deck used during that presentation as Exhibit 99.1.
📋 Key Facts
- The filing relates to information presented at a webcast investor conference on May 14, 2024.
- Exhibit 99.1 contains the slide deck from said presentation.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
- Management states they undertake no duty to update or revise the information provided in the slides.
BioLargo, Inc. held its 2024 annual stockholder meeting on June 13, 2024. All proposed items, including the election of seven directors and the ratification of auditors, were approved by shareholders.
📋 Key Facts
- Annual stockholder meeting held on June 13, 2024.
- Seven individuals elected to the Board: Dennis P. Calvert, Kenneth R. Code, Dennis E. Marshall, Joseph L. Provenzano, Jack B. Strommen, Linda Park, and Christina Bray.
- Shareholders approved advisory compensation for named executive officers (96.5% in favor).
- Ratification of Hacker Johnson & Smith PA as independent registered public accounting firm for the year ending Dec 31, 2024 (98.9% in favor).
- Approval of the 2024 Equity Incentive Plan (98.9% in favor).
BioLargo, Inc. filed an 8-K to provide presentation slides intended for use at its annual stockholder meeting held on June 13, 2024.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- Presentation slides were attached as Exhibit 99.1.
- The information in the presentation is not considered 'filed' for purposes of Section 18 or liability under Sections 11 and 12(a)(2) of the Securities Act.
- The company held its annual stockholder meeting on June 13, 2024, at 10:00 am Pacific Time.
BioLargo, Inc. filed an 8-K to provide notice of a presentation at an investor conference on May 14, 2024. The filing includes a slide deck and a press release under Regulation FD disclosure.
📋 Key Facts
- Company presented slides (Exhibit 99.1) at a webcast investor conference on May 14, 2024, at 2:30 PM PT.
- The company issued a press release (Exhibit 99.2) simultaneously with the presentation.
- Information provided under Item 7.01 is not considered 'filed' for purposes of Section 18 of the Exchange Act or liability under Sections 11/12(a)(2) of the Securities Act.
BioLargo, Inc. filed an 8-K to provide disclosure pursuant to Regulation FD via a press release issued on January 22, 2024.
📋 Key Facts
- The filing is made under Item 7.01 (Regulation FD Disclosure).
- A press release was published on January 22, 2024, and incorporated by reference as Exhibit 99.1.
- The information provided in the press release is not considered 'filed' for purposes of Section 18 of the Exchange Act or liability under Sections 11/12(a)(2) of the Securities Act.
BioLargo, Inc. filed an 8-K to announce its participation in a webcast investor conference hosted by EmergingGrowth.com on January 10, 2024.
📋 Key Facts
- Company is presenting slides at a webcast investor conference.
- Conference host: EmergingGrowth.com.
- Event date/time: January 10, 2024, at 9:00 AM Pacific Time.
- The presentation is attached as Exhibit 99.1.
BioLargo, Inc. announced the dismissal of its independent registered public accounting firm, Haskell & White LLP, and the appointment of Hacker Johnson & Smith PA as its new auditor for the fiscal year ending December 31, 2023.
🚩 Red Flags
- Auditor change in a micro-cap company can sometimes precede restatements or disagreements, though no disagreement was explicitly stated here.
📋 Key Facts
- Effective January 2, 2024, Hacker Johnson & Smith PA was engaged as the Company's independent registered public accounting firm.
- Haskell & White LLP was dismissed as the Company's independent registered public accounting firm.
- The Company stated there were no disagreements with Haskell & White regarding accounting principles, practices, financial statement disclosure, or auditing scope/procedures for fiscal years 2021, 2022, and interim periods through January 2, 2024.
- No 'reportable events' occurred during the tenure of the previous auditor.