biolargo_8k-100311.htm

0001437749-11-007405.txt : 20111005 0001437749-11-007405.hdr.sgml : 20111005 20111005172506 ACCESSION NUMBER: 0001437749-11-007405 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20111003 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111005 DATE AS OF CHANGE: 20111005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIOLARGO, INC. CENTRAL INDEX KEY: 0000880242 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 650159115 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19709 FILM NUMBER: 111127603 BUSINESS ADDRESS: STREET 1: 16333 PHOEBE AVENUE CITY: LA MIRADA STATE: CA ZIP: 90638 BUSINESS PHONE: 949-643-9540 MAIL ADDRESS: STREET 1: 16333 PHOEBE AVENUE CITY: LA MIRADA STATE: CA ZIP: 90638 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY MEDICAL INC DATE OF NAME CHANGE: 20030205 FORMER COMPANY: FORMER CONFORMED NAME: NUWAY ENERGY INC DATE OF NAME CHANGE: 20010815 FORMER COMPANY: FORMER CONFORMED NAME: LATIN AMERICAN CASINOS INC DATE OF NAME CHANGE: 19960520 8-K 1 biolargo_8k-100311.htm FORM 8-K biolargo_8k-100311.htm

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): October 3, 2011

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-19709		65-0159115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

16333 Phoebe Ave, La Mirada, CA		90638
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 643-9540

(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 (17CFR 240.14d-2(b))

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

Item 1.01

Entry into a Material Definitive Agreement

On October 3, 2011, BioLargo, Inc. (“we”, or the “Company”) and Ioteq Inc. (“Ioteq”) mutually terminated the March 26, 2010 Sub-License agreement pursuant to which we licensed Ioteq’s Isan system technology. The termination agreement provides that no further monies are owed to Ioteq, and that all past accounts payable are deemed satisfied.

In a separate transaction, as described in the press release attached to this 8-K, we executed a joint venture agreement with Peter Holdings Ltd., the principal funding source of the development of the Isan system, whereby, as a result of the transaction, the two parties purchased the intellectual property associated with the Isan system.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer

On October 4, 2011, John S. Runyan agreed to join BioLargo’s Board of directors as its seventh member, filling a spot that remained vacant since the Board’s size was increased on August 18, 2011. Mr. Runyan will receive as compensation for his service as a Board member $10,000 each calendar quarter served, as is customary with the Company’s independent directors. In addition, Mr. Runyan may receive other equity-based compensation from time to time. Mr. Runyan has not yet been appointed to any committees of the board of directors, and there are no arrangements or understandings between Mr. Runyan and any other person pursuant to which he was elected as a director.

John Runyan has spent his career in the food industry. He began as a stock boy at age 12, and ultimately served the Fleming Companies for 38 years, his last 10 as a Senior Executive Officer in its corporate headquarters where he was Group President of Price Impact Retail Stores with annual sales of over $3 billion. He retired from Fleming in 2001, and established JSR&R Company executive advising, with a primary emphasis in the United States and international food business. His clients have included Coca Cola, Food 4 Less Price Impact Stores, IGA, Inc., Golden State Foods, and Bozzuto. In 2005, he joined Associated Grocers in Seattle Washington as President and CEO, overseeing its purchase in 2007 by Unified Grocers, at which time he became, and still serves as, Executive Advisor to its President and CEO. Mr. Runyan currently serves on the Board of Directors of Western Association of Food Chains, Retailer Owned Food Distributors of America, and Nietech Company of Santa Rosa California. Additionally, Mr. Runyan served 8 years as a board member of the City of Hope’s Northern California Food Industry Circle, which included two terms and President, was recognized with the City of Hope “Spirit of Life” award. He was the first wholesale executive to be voted “Man of the Year” by Food People Publication. He is a graduate of Washburn University, which recognized his business accomplishments in 2007 as the honoree from the School of Business “Alumni Fellow Award”.

Item 8.01

Other Events

In association with the filing of this Form 8-K, the Company issued a press release announcing that Mr. Runyan had joined its board of directors, and a press release announcing that it had terminated the Ioteq Sub-License agreement, and acquired the intellectual property associated with the Isan system in a joint venture with Peter Holdings, Ltd. See Exhibits 99.9

Item 9.01

Financial Statements and Exhibits

10.1

Termination Agreement by and between Ioteq Inc., a Delaware corporation, and BioLargo, Inc.

99.9(a)

Press Release

99.9(b)

Press Release

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: October 5, 2011	BIOLARGO, INC.

	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 ex10-1.htm

Ex. 10.1

TERMINATION AGREEMENT

This Termination Agreement (the “Agreement”) is made this 3rd day of October, 2011 (the “Effective Date”), by and between BioLargo, Inc., a Delaware corporation (“BioLargo”), and Ioteq Inc., a Delaware corporation (“Ioteq-US”). Each of BioLargo and Ioteq-US is a “Party”, and the both are collectively referred to herein as the “Parties”.

RECITALS

WHEREAS, Ioteq-US licensed certain patents and intellectual property from Ioteq IP Pty Ltd, Australia (“Ioteq-AUS”), as reflected in a written agreement dated March 26, 2010 (the “Master License Agreement”);

WHEREAS, Ioteq-US sublicensed the patents and intellectual property to BioLargo pursuant to an agreement dated March 26, 2010 (the “Ioteq to BioLargo Sublicense Agreement”);

WHEREAS, Ioteq-AUS has submitted to bankruptcy liquidation in Australia, and is thus in legal default of the Master License Agreement, consequently causing a default in the Ioteq to BioLargo Sublicense Agreement;

WHEREAS, given these circumstances, the Parties desire to mutually terminate the Ioteq to BioLargo Sublicense Agreement.

NOW, THEREFORE, incorporating the foregoing recitals, for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and for the mutual covenants contained in this Agreement, the Parties hereby agree as follows:

Termination. Effective October 3, 2011, the Parties hereby terminate the Ioteq to BioLargo Sublicense Agreement. BioLargo shall have no further rights to use, exploit, develop and commercialize the Intellectual Property, as that term is defined in the Ioteq to BioLargo Sublicense Agreement, and shall have no further obligation to make payments to Ioteq-US. Ioteq-US acknowledges and agrees that all monies owed to Ioteq-US or its affiliated Australian entity, Ioteq IP Pty Ltd, by BioLargo pursuant to the Ioteq to BioLargo Sublicense Agreement have been satisfied in full, and if not satisfied in full, are hereby waived by Ioteq-US, and that no further monies are due or payable.

Obligations and Rights Upon Termination. The Parties to abide by the terms of the Ioteq to BioLargo Sublicense Agreement relating to rights and obligations upon termination.

General Provisions.

a. Entire Agreement. This Agreement contains the sole and entire agreement and understanding of the Parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subject matter of this Agreement are hereby merged herein and shall be of no further force or effect.

b. Costs and Attorneys Fees. If any action, suit, arbitration or other proceeding is instituted to remedy, prevent or obtain relief from a default in the performance by any Party to this Agreement of its obligations under this Agreement, the prevailing Party shall recover all of such Party’s reasonable attorneys’ fees incurred in each and every such action, suit, arbitration or other proceeding, including any and all appeals or petitions therefrom.

IN WITNESS WHEREOF, the Parties have executed this Termination Agreement as of the date set forth above.


BIOLARGO, INC. /S/DENNIS P. CALVERT		IOTEQ INC. /S/JARED FRANKS
By: Dennis P. Calvert Title: President		By: Jared Franks Title: President

EX-99.9A 3 ex99-9a.htm EXHIBIT 99.9(A) ex99-9a.htm

Ex 99.9(a)

BioLargo Announces Election of John S. Runyan, former President and CEO of Associated Grocers and Senior Career Executive of Fleming Companies, to its Board of Directors

LA MIRADA, CA—October 5, 2011--BioLargo, Inc. (OTCBB: BLGO), creator of patented iodine technologies, today announced that Mr. John S. Runyan has agreed to join its Board of Directors.

“John brings a wealth of experience and knowledge to compliment and assist our team. He is a man of integrity that has a proven track record of success as well as exceptional leadership and executive management skills. John has relationships that span the retail, wholesale, and food, and industry related suppliers as well as consumer products industries. We are fortunate to have him associated with BioLargo,” stated BioLargo President and CEO, Dennis P. Calvert.

About BioLargo, Inc.

BioLargo's business strategy is to harness and deliver Nature's Best Solution™ -- free-iodine -- in a safe, efficient, environmentally sensitive and cost-effective manner. BioLargo's proprietary technology works by combining micro-nutrient salts with liquid from any source to deliver free-iodine on demand, in controlled dosages, in order to balance efficacy of performance with concerns about toxicity. BioLargo's technology has potential commercial applications within global industries, including but not limited to oil and gas, animal health, beach and soil environmental uses, consumer products, agriculture, food processing, medical, and water. It features solutions for odor & moisture control, disinfection and contaminated water treatment. The company's website is www.BioLargo.com. In 2010, Odor-No-More was awarded two Editor's Choice Awards, including a "Product of the Year" award, by the Horse Journal, a top industry award for excellence and are sold by BioLargo's wholly owned subsidiary, Odor-No-More, Inc. (www.OdorNoMore.com). In early 2011, the company signed an exclusive license agreement for use in pet products with industry leader Central Garden and Pet.

Safe Harbor Statement

The statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, the risks and uncertainties included in BioLargo's current and future filings with the Securities and Exchange Commission, including those set forth in BioLargo's Annual Report on Form 10-K for the year ended December 31, 2010.

BioLargo Contacts

Dennis P. Calvert

President

949-643-9540

Howard Isaacs

Investor Relations

562-987-4939

Email Contact: Info@biolargo.com

EX-99.9B 4 ex99-9b.htm EXHIBIT 99.9(B) ex99-9b.htm

Ex 99.9(b)

BioLargo Announces the Purchase of a One Half Interest in Award Winning Isan System to Solve Food Safety Issues

LA MIRADA, CA—October 6, 2011--BioLargo, Inc. (OTCBB: BLGO), creator of patented iodine technologies, today announced that it had entered into a joint venture relationship whereby it purchased a 50% interest in the patents and other intellectual property surrounding the Isan system. BioLargo’s prior license agreement with Ioteq Inc., relating to the Isan system, was formally terminated on October 3, 2011. As a result of the transaction, the Isan system technology is now owned on an equal basis between BioLargo and Peter Holdings Pty. Ltd., which was the principal source of capital that funded the development and commercial efforts related to Ioteq IP Pty. Ltd. and the Isan system. The intellectual property was purchased by Peter Holdings and BioLargo from Ioteq IP Pty. Ltd., which has now ceased operations and is in process of liquidation.

“BioLargo’s existing iodine technologies are synergistic with the Isan system, stated BioLargo President and CEO, Dennis Calvert. “The Isan system has received patents in multiple countries, and regulatory approval in Australia and New Zealand. Currently there are approximately 150 installations being serviced by a local Australian distributor with an emphasis in hydroponics, irrigation supply and post harvest wash related uses.”

“The patented Isan system is a proven iodine based disinfection system for use across many industries. It has a robust history and commercial proof of claims that have been advanced in Australia over the past nine years. It has been referred to as one of the most important technical advancements in food safety in the past 20 years, and won a ‘top 50 water company award’ by the Artemis Project in 2010. We believe its role in sustainable water recycle and reuse programs will be of global interest as we work to position it as a staple technology in agriculture production, processing and food safety programs. We have been encouraged by the feedback and interest we have received from key global industry participants since we began working with the Isan system in 2008. Recent food borne illness and even death from dangerous pathogens like listeria, salmonella and E. coli all point to the need for the traceability and reliability for disinfection performance that the Isan system offers. We are thankful for our relationship with Peter Holdings and the Isan system and we have high expectations for its future.”