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): May 7, 2018
BioLargo, Inc.
(Exact name of registrant as specified in its charter)
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Delaware |
000-19709 |
65-0159115 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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14921 Chestnut St., Westminster, California |
92683 |
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(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (949) 643-9540
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company. ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.02 Unregistered Sales of Equity Securities
The discussion set forth in Item 8.01 is incorporated herein by reference.
Item 8.01 Other Events.
On May 7, 2018, we (BioLargo, Inc., the “Company”) issued 15,747,482 shares of our common stock in satisfaction of $4,133,738 of convertible promissory notes issued in our “unit” offerings at varying conversion prices, maturing on the following dates:
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Note Description |
Principal Outstanding March 31, 2018 |
Amount Converted to Stock |
Principal Amount Remaining |
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Convertible notes, mature June 1, 2018 |
$4,468,847 |
($3,154,467) |
$1,314,380 |
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Convertible notes, mature June 17, 2019 |
$283,571 |
($283,571) |
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Convertible notes, mature December 31, 2019 |
$292,000 |
($217,000) |
$75,000 |
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Convertible notes, mature June 20, 2020 |
$603,700 |
($478,700) |
$125,000 |
These conversions were voluntary on the part of the noteholders and prior to the various maturity dates on notes that were issued in prior “unit” offerings conducted by the Company (2015 Unit Offering, Winter 2016 Unit Offering, and Summer 2017 Unit Offering). We offered these noteholders incentives to convert their notes early. Noteholders with conversion prices of $0.25 and $0.30 were offered incentive shares equal to one and one-half times the number of shares issuable for the payment of interest that would accrue from the last interest payment date of March 20, 2018, through the maturity of the note, at a fixed price of $0.25 per share (for example, a note that would have yielded $1,000 in interest, would receive 1,000 times 1.5 divided by 0.25 equals 6,000 incentive shares). We offered holders of notes with conversion prices higher than $0.30 the ability to reduce their conversion price to $0.30 by paying additional funds equal to six or twenty percent of their original investment (6% for notes with original conversion prices of $0.35, and 20% for notes with original conversion prices of $0.55 and $0.57). The additional funds did not increase the amount of the note payable, nor did the reduced conversion price affect the number of shares purchasable under the warrant issued with their “unit” investment. Holders of 38 notes elected to pay an aggregate $261,781 to reduce the conversion prices of their notes to $0.30.
Of the 15,747,482 shares issued, 10,649,574 shares were registered with the Securities and Exchange Commission (“SEC”) on Form S-1, filed June 7, 2017, and effective June 15, 2017. The remaining shares have not been registered with the SEC.
With respect to the $1,314,380 of notes maturing June 1, 2018, we may, in our sole discretion, convert the outstanding principal and interest of those notes on the June 1, 2018 maturity date. The Company intends to exercise its discretion and convert the principal amount of those notes into 3,211,004 shares of common stock. Additional shares will be due for interest that has accrued since March 20, 2018.
This current report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any shares of Common Stock, nor shall there be any sale of shares of Common Stock in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
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99.9 |
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.
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Date: May 9, 2018 |
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BIOLARGO, INC. |
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By: |
/s/ Dennis P. Calvert |
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Dennis P. Calvert |
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President and Chief Executive Officer |
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Exhibit 99.9
BioLargo reduces balance sheet liabilities by more than $5,400,000
Westminster, CA – May 9, 2018 – BioLargo, Inc. (OTCQB: BLGO), an innovator of sustainable science and technology and a full-service environmental engineering company, announced that on May 7, 2018, it had reduced the liabilities on its balance sheet by $4,133,378, through the conversion of promissory notes into 15,747,482 shares of common stock. The notes converted had maturity dates ranging from June 1, 2018, through June 20, 2020, and had been issued to investors in the Company’s prior “unit” offerings. BioLargo also reported that it will convert an additional $1,314,380 of debt to equity on June 1, 2018, resulting in the issuance of 3,211,004 shares of common stock (plus shares for accrued interest) for a total reduction of $5,447,758 of debt to equity.
As detailed in a Form 8-K filed with the SEC today, the Company offered to investors additional shares as an incentive to convert their note prior to the maturity date. Holders of notes converting at $0.25 and $0.30 per share were offered shares equal to the amount of interest due on the note through maturity, paid at $0.25 a share, plus 50%. Holders of notes with conversion prices of $0.35, $0.55, and $0.57 were offered the ability to reduce the conversion price of their note to $0.30 by paying an amount equal to 6%, 20% and 20%, respectively. The Company announced it had received $261,781 in funds related to the reduction of conversion prices.
BioLargo President and CEO Dennis P. Calvert commented, “We are focused on shoring up our balance sheet and increasing our revenues. This debt reduction program provides immediate value to our investors and our company as we gear up for expansion.”
About BioLargo, Inc.
BioLargo, Inc. is an innovative technology incubator and environmental engineering company driven by a mission to “make life better” by delivering robust, sustainable solutions for a broad range of industries and applications, with a focus on clean water, clean air, and advanced wound care. We incubate disruptive technologies by providing the capital, support, and expertise to expedite them from “cradle” to “maturity” (www.biolargo.com). Our engineering division features experienced professional engineers dedicated to integrity, reliability, and environmental stewardship (www.biolargoengineering.com). Our industrial odor control division, Odor-No-More (www.odornomore.com) features CupriDyne Clean Industrial Odor Eliminator (www.cupridyne.com), which eliminates the odor-causing compounds and VOCs rather than masking them, and is now winning over leading companies in the solid waste handling and wastewater industries and other industries that contend with malodors and VOCs. Our subsidiary BioLargo Water (www.biolargowater.ca) develops the Advanced Oxidation System “AOS”, a disruptive industrial water treatment technology designed to eliminate waterborne pathogens and recalcitrant contaminants with better energy-efficiency and lower operational costs than incumbent technologies. Our subsidiary Clyra Medical (www.clyramedical.com) features effective and gentle solutions for chronic infected wounds to promote infection control and regenerative tissue therapy.