Note 9 - Subsequent Events

6 Months Ended

Jun. 30, 2017

Notes to Financial Statements

Subsequent Events [Text Block]

Note

9.

Subsequent Events.

Management has evaluated subsequent events through the date of the filing of this Quarterly Report and management noted the following for disclosure.

One-Year Convertible Notes

, mature

July 18, 2018

On

July 18, 2017,

we received

$250,000

and issued convertible promissory notes (convertible at

$0.42

per share) with a maturity date of

July 18, 2018

to

two

accredited investors in the aggregate principal amount of

$280,000.

Interest is charged upon issuance at

3%

per annum. We issued the investors stock purchase warrants to purchase an aggregate

400,000

shares exercisable at

$0.65

per share, which expire

July 18, 2023.

The exercise price of the stock purchase warrant

may

be adjusted downward in the event we sell our common stock or issue warrants at a lower price, other than securities issued through out Summer

2017

Unit Offering, for the payment of interest on promissory notes, for convertible notes, and warrants issued to the

two

investors. In the event we register the shares underlying the notes, under certain conditions we

may

call the warrants and require they be exercised or forfeited.

O

ne-Year Convertible Note

s

, mature

December 30, 2017

The promissory notes issued on

December 30, 2016

convertible at

$0.57

per share contain a provision that allows the investor to convert its note to the terms of a note subsequently issued by the company under more favorable terms. On

July 18, 2017,

we issued notes under similar terms as the

December 30, 2016

notes, convertible at

$0.42

per share, and provided notice to the investors of the reduction in the conversion price of the

two

notes issued

December 30, 2016,

to

$0.42

per share.

On

July 20, 2017,

the holders of these notes exercised their right to convert their notes in aggregate principal amount of

$280,000

into

686,667

shares of our common stock.

Two-Year Convertible Note

On

July 20, 2017,

the company accepted

$400,000

and issued a promissory note with a

10%

original issue discount in the principal amount of

$440,000,

due in

two

years, that accrues interest at

12%

paid quarterly. The note is convertible, at the holder’s option, into either BioLargo common shares at

$0.42

per share,

2,000

shares of Clyra Medical Technologies common stock held by BioLargo, or any combination thereof. At maturity, the note automatically converts into shares of BioLargo common stock at

$0.42

per share, unless otherwise instructed by the holder. Interest

may

be paid in cash, common stock, or options to purchase common stock, at the holder’s option.

Clyra

Medical Technologies, Inc.

On

August 4, 2017,

Clyra commenced a private securities offering of its common shares at a price of

$160

per share, and accepted

$1,000,000

in subscriptions. It issued

6,250

shares of its common stock to

two

investors. Of that amount, BioLargo invested

$250,000

and was issued

1,562.5

shares.

On

July 22, 2017,

Sanatio Capital LLC and Clyra agreed to convert the

$250,000

line of credit held by Sanatio to common shares at a price per share equal to that offered to investors in the Clyra offering. As of the date of conversion, the outstanding amount due on the line of credit was

$270,400.

Once the offering price was established, Sanatio was issued

1,690

shares of Clyra common stock at

$160

per share.

Subsequent to the issuance of shares to investors in the offering and to Sanatio, BioLargo owns

15,298

shares of Clyra common stock. These shares comprise

46.33%

of the voting stock at Clyra. Two members of BioLargo’s board of directors (Dennis P. Calvert and Jack B. Strommen) are

two

of the

three

members of Clyra’s board of directors.

Summer

2017

Unit Offering

Subsequent to

June 30, 2017,

we accepted investments for our Summer

2017

Unit Offering (see Note

3

) in the aggregate amount of

$182,200

from

five

accredited investors, and issued convertible promissory notes in the face amount of the investments that mature

June 20, 2020.

We also issued warrants to these investors to purchase an aggregate

433,810

shares.