Note 7 - Noncontrolling Interest	6 Months Ended
Jun. 30, 2017
Notes to Financial Statements
Noncontrolling Interest Disclosure [Text Block]	Note 7 . Noncontrolling Interest In May 2012, we formed a subsidiary for the purpose of marketing and selling medical products containing our technology, Clyra Medical Technology, Inc. (“Clyra”). Until December 17, 2012, this subsidiary was wholly-owned, with 7,500 shares issued to BioLargo, Inc. On December 17, 2012, Clyra issued 1,500 shares of Clyra common stock to a three -member management team, one - third of which vested immediately, and the remaining over time. The shares granted to the three executives are restricted from transfer until a sale of the company, whether by means of a sale of its stock or substantially all of its assets, or otherwise by agreement of Clyra, BioLargo and the executives. On December 30, 2015, Clyra sold 9,830 shares of its Series A Preferred Stock (“Preferred Shares”) to Sanatio Capital, LLC (“Sanatio”) for $750,000. This sale was made in reliance on the exemption from registration contained in Section 4 ( 2 ) of the Securities Exchange Act and Regulation D promulgated thereunder as not involving a public offering of securities. As a result of the sale, Sanatio owned 40% of Clyra’s issued and outstanding shares, BioLargo owned 54%, and the remainder is owned by management. Concurrent with the sale of the Preferred Shares, the shareholders entered into a shareholders’ agreement that provides for a three member board of directors, consisting of the company’s president, a person appointed by BioLargo, and a person appointed by Sanatio. As set forth in Clyra’s Amended and Restated Articles of Incorporation, Preferred Shares accrue an annual dividend of 8% for a period of five years. Although the dividends began to accrue immediately, Clyra has no obligation to declare a dividend until a product of the company has received a premarket approval by the United States Federal Drug Administration (“FDA”), or for which a premarket notification pursuant to form 510 (k) has been submitted and for which the FDA has given written clearance to market the product in the United States (either, “FDA Approval”). After FDA Approval, annually on December 20, and unless prohibited by California law governing distributions to shareholders, Clyra is required to declare and pay any accruing dividends to holders of Preferred Shares then accrued but unpaid. Management classifies the Preferred Shares dividend as a medium probability of occurring and as of June 30, 2017 the Preferred Shares dividend has an accrued and undeclared balance of $90,000. Holders of Preferred Shares are entitled to preferential payments in the event of a liquidation, dissolution or winding up of the company, in an amount equal to any accrued and unpaid dividends. After such preference, any remaining assets are distributed pro-rata between holders of Clyra common stock and Preferred Shares as if the Preferred Shares had converted to Clyra common stock. Holders of Preferred Shares may convert the shares to Clyra common stock initially on a one -to- one basis. The conversion formula is subject to change in the event Clyra sells stock at a lower price than the price paid by Sanatio. In addition to the foregoing, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to the company. Mr. Strommen is the founder of Beach House Consulting, LLC. Mr. Strommen will be assisting the company in its sales and marketing activities once it has FDA Approval on a product, at which point the agreement provides that Mr. Strommen is to receive $23,438 per month for a period of four years. As of June 30, 2017, the Company has not presented any products to the FDA for FDA approval. From inception, Clyra has generated no revenues and the financial impact of Clyra’s operations for the three and six months ended June 30, 2017, resulted in a net loss of $387,490 and $524,572.

Note

. Noncontrolling Interest

May 2012,

we formed a subsidiary for the purpose of marketing and selling medical products containing our technology, Clyra Medical Technology, Inc. (“Clyra”). Until

December 17, 2012,

this subsidiary was wholly-owned, with

7,500

shares issued to BioLargo, Inc. On

December 17, 2012,

Clyra issued

1,500

shares of Clyra common stock to a

three

-member management team,

one

third

of which vested immediately, and the remaining over time. The shares granted to the

three

executives are restricted from transfer until a sale of the company, whether by means of a sale of its stock or substantially all of its assets, or otherwise by agreement of Clyra, BioLargo and the executives.

December 30, 2015,

Clyra sold

9,830

shares of its Series A Preferred Stock (“Preferred Shares”) to Sanatio Capital, LLC (“Sanatio”) for

$750,000.

This sale was made in reliance on the exemption from registration contained in Section

(

) of the Securities Exchange Act and Regulation D promulgated thereunder as

not

involving a public offering of securities. As a result of the sale, Sanatio owned

40%

of Clyra’s issued and outstanding shares, BioLargo owned

54%,

and the remainder is owned by management. Concurrent with the sale of the Preferred Shares, the shareholders entered into a shareholders’ agreement that provides for a

three

member board of directors, consisting of the company’s president, a person appointed by BioLargo, and a person appointed by Sanatio.

As set forth in Clyra’s Amended and Restated Articles of Incorporation, Preferred Shares accrue an annual dividend of

for a period of

five

years. Although the dividends began to accrue immediately, Clyra has

obligation to declare a dividend until a product of the company has received a premarket approval by the United States Federal Drug Administration (“FDA”), or for which a premarket notification pursuant to form

510

(k) has been submitted and for which the FDA has given written clearance to market the product in the United States (either, “FDA Approval”). After FDA Approval, annually on

December 20,

and unless prohibited by California law governing distributions to shareholders, Clyra is required to declare and pay any accruing dividends to holders of Preferred Shares then accrued but unpaid. Management classifies the Preferred Shares dividend as a medium probability of occurring and as of

June 30, 2017

the Preferred Shares dividend has an accrued and undeclared balance of

$90,000.

Holders of Preferred Shares are entitled to preferential payments in the event of a liquidation, dissolution or winding up of the company, in an amount equal to any accrued and unpaid dividends. After such preference, any remaining assets are distributed pro-rata between holders of Clyra common stock and Preferred Shares as if the Preferred Shares had converted to Clyra common stock. Holders of Preferred Shares

may

convert the shares to Clyra common stock initially on a

one

-to-

one

basis. The conversion formula is subject to change in the event Clyra sells stock at a lower price than the price paid by Sanatio.

In addition to the foregoing, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to the company. Mr. Strommen is the founder of Beach House Consulting, LLC. Mr. Strommen will be assisting the company in its sales and marketing activities once it has FDA Approval on a product, at which point the agreement provides that Mr. Strommen is to receive

$23,438

per month for a period of

four

years. As of

June 30, 2017,

the Company has

not

presented any products to the FDA for FDA approval.

From inception, Clyra has generated

revenues and the financial impact of Clyra’s operations for the

three

and

six

months ended

June 30, 2017,

resulted in a net loss of

$387,490

and

$524,572.