0001437749-18-000184.txt : 20180103 0001437749-18-000184.hdr.sgml : 20180103 20180103182041 ACCESSION NUMBER: 0001437749-18-000184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180103 DATE AS OF CHANGE: 20180103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALVERT DENNIS P CENTRAL INDEX KEY: 0001228572 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-19709 FILM NUMBER: 18507370 MAIL ADDRESS: STREET 1: 3500 GARRY AVE CITY: SANTA ANA STATE: CA ZIP: 92704 ISSUER: 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 BUSINESS ADDRESS: STREET 1: 14921 CHESTNUT ST. CITY: WESTMINSTER STATE: CA ZIP: 92683 BUSINESS PHONE: 949-643-9540 MAIL ADDRESS: STREET 1: 14921 CHESTNUT ST. CITY: WESTMINSTER STATE: CA ZIP: 92683 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 4 1 rdgdoc.xml FORM 4 X0306 4 2017-12-31 0000880242 BIOLARGO, INC. BLGO 0001228572 CALVERT DENNIS P 14921 CHESTNUT ST. WESTMINSTER CA 92683 1 1 President Common Stock 2017-12-31 4 A 0 77432 0.39 A 8149960 D Includes 1,528,695 shares owned indirectly by Reporting Person through a limited liability company owned and controlled by Reporting Person. Shares received in exchange for a reduction in $30,198.46 owed by Registrant to Reporting Person for salary and unreimbursed business expenses. The shares issued are unvested as of the date of grant as set forth in a Lock-Up Agreement dated December 31, 2017. /s/ John R. Browning, Attorney in Fact 2018-01-03 EX-24 2 calvertpoa.htm calvertpoa.htm

 

Exhibit 24

 

LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS

 

Know all by these presents, that the undersigned hereby constitutes and appoints John R. Browning acting singly and with full power of substitution, the undersigned’s true and lawful attorney-in-fact to:

 

 

1.

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer or director or both of BioLargo, Inc. (the “Company”), Forms 3, 4 and 5 (and any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder;

 

 

2.

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendments thereto, and timely file such form with the U.S. Securities and Exchange Commission (the “SEC”) and any securities exchange or similar authority, including without limitation the filing of a Form ID or any other documents necessary or appropriate to enable the undersigned to file the Forms 3, 4 and 5 electronically with the SEC; and

 

 

3.

take any other action in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by or for, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney shall be in such form and shall contain such information and disclosure as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever required, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney and the rights and powers herein granted.

 

The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request and on the behalf of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with, or any liability for the failure to comply with, any provision of Section 16 of the Exchange Act.

 

This Limited Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to each of the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney as of this 14th day of February, 2017.

 

 

/S/DENNIS P CALVERT

 

 

By: Dennis P. Calvert

 

 

 EX-99 3 calvertlockup.htm calvertlockup.htm

Exhibit 99

 

LOCK-UP AGREEMENT

 

This Lock-Up Agreement (“Agreement”) is made and entered into as of December 31, 2017 between BioLargo, Inc., a Delaware corporation (“BioLargo” or “Company”) and Dennis P. Calvert (“Calvert”), with respect to the following facts:

 

RECITALS

 

A.     Calvert is the Company’s President and Chief Executive, and, during the prior three months, has delayed approximately $30,198.46 of salary and unreimbursed business expenses owed to him in order to assist the Company’s cash position and ensure other employees are paid in cash;

 

B.     As of today’s date, Calvert has agreed to forego the $30,198.46 of salary and unreimbursed business expenses owed to him, and instead be paid by the issuance of 77,432 shares of common stock (the “Shares”), the number of which was calculated based on the amount owed divided by the closing price of the Company’s common stock ($0.39) as of the last business day of the year; and

 

C.     The Company and Calvert desire that the Shares be subject to the restrictions set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, the parties hereto hereby agree as follows.

 

1.     Restriction on Transfer of Shares. Except as permitted in Paragraph 2 below, Calvert covenants and agrees for himself that he shall not offer, sell, contract to sell, pledge, hypothecate, grant any option to purchase or otherwise directly or indirectly dispose of or transfer the Shares (defined below), or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the Shares (collectively, the “Restrictions”) until the earliest to occur of: (i) the consummation of a sale (in a single transaction or in a series of related transactions) of BioLargo by means of a sale of (a) a majority of the then outstanding common stock of BioLargo (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of the assets of BioLargo; and (ii) the successful commercialization of BioLargo’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Calvert dated May 2, 2017 and resulting in Calvert’s termination.

 

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2.     Permitted Transfers. Notwithstanding the foregoing, Calvert may transfer (a “Permitted Transfer”) the Shares by will or intestate succession upon death.

 

3.     Vesting. The Shares are unvested at time of grant, and shall only vest upon removal of the Restrictions set forth in Paragraph 1.

 

4.     Compliance with Securities Laws.

 

(a)     Calvert acknowledges and agrees that none of the Shares will be registered, and none of Shares will have registration rights. All certificates evidencing the BioLargo will bear a legend substantially in the following form:

 

THESE SECURITIES ARE SUBJECT TO A LOCK-UP AGREEMENT PROHIBITING THEIR TRANSFER.

 

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED FOR SALE UNDER ANY STATE SECURITIES LAWS (COLLECTIVELY, “SECURITIES LAWS”) AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED UNLESS REGISTERED OR QUALIFIED FOR SALE UNDER ALL APPLICABLE SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER, IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, ANY SUCH OFFER, SALE OR OTHER TRANSFER IS EXEMPT FROM THE REGISTRATION OR QUALIFICATION REQUIREMENTS OF SUCH SECURITIES LAWS.

 

(b)     Notwithstanding anything contained in this Agreement to the contrary, no Permitted Transfer shall take place, and the Company shall not recognize any otherwise Permitted Transfer on the books and records of the Company, including without limitation its stock ledger, and shall not recognize a transferee of any otherwise Permitted Transfer as a stockholder of the Company, without full compliance with Federal and applicable state securities laws, including without limitation the furnishing of opinions requested by the Company.

 

5.     Further Assurances. The parties hereto shall execute, acknowledge and deliver any further documents, instruments, or other assurances and shall take any other action consistent with the terms of this Agreement that may be reasonably requested by any other party or its counsel for the purpose of confirming or effectuating any of the provisions provided by, and transactions contemplated and permitted by, this Agreement.

 

6.     Binding Effect. This Agreement and any amendment hereto, shall be binding upon the parties hereto, their successors, heirs, next of kin, executors, administrators, personal representatives, legal representatives, assignees, creditors, including receivers, and all other persons.

 

7.     Attorneys’ Fees. In any legal proceeding arising out of this Agreement, including with respect to any instrument, document or agreement made under or in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys’ fees and expense.

 

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8.     Entire Agreement. This Agreement, and any related agreement referred to herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes and replaces all prior understandings and agreements between the parties hereto, whether written or oral, express or implied, with respect to the subject matter hereof.

 

9.     Amendment and Modification. This Agreement may be amended or modified at any time or times only by unanimous written agreement of all parties to this agreement.

 

10.     Severability. The provisions of this Agreement are independent of and severable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part. Further, if a court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable as written, such court may interpret, construe, rewrite or revise such provision, to the fullest extent allowed by law, so as to make it valid and enforceable consistent with the intent of the parties hereto.

 

11.     Counterparts. This Agreement may be executed by facsimile signature and in any number of counterparts, each of which shall be deemed to be an original as against any party hereto whose signature appears hereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.

 

IN WITNESS WHEREOF, each of the parties hereto have executed this Lock-Up Agreement, to be effective as of the date first written above.

 

 

 

BIOLARGO, INC.

 

 

 

 

 

 

By:

/S/ CHARLES K. DARGAN II

 

 

 

Charles K. Dargan, II, Chief Financial Officer

 

 

 

 

 

  CALVERT:  
       
    /D/DENNIS P. CALVERT  
    Dennis P. Calvert  

 

 

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