Note 9 - Noncontrolling Interest	3 Months Ended
Mar. 31, 2018
Notes to Financial Statements
Noncontrolling Interest Disclosure [Text Block]	Note 9 . Noncontrolling Interest Clyra Medical Technologies In May 2012, we formed a subsidiary for the purpose of marketing and selling medical products containing our technology, Clyra Medical Technologies, Inc. (“Clyra”). We initially owned 100% of this subsidiary, and then Clyra granted shares to management, such that we owned approximately 85% of Clyra’s shares. Clyra Private Securities Offering On December 30, 2015, Clyra sold shares of its Series A Preferred Stock (“Preferred Shares”) to Sanatio Capital, LLC (“Sanatio”) for $750,000. As a result of the sale, Sanatio owned 40% of Clyra’s issued and outstanding shares, BioLargo owned 54%, and the remainder was 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. BioLargo appointed its president, Dennis P. Calvert, to serve on Clyra’s board. Sanatio appointed its owner, Jack B. Strommen, to serve on the board. In June 2017, Mr. Strommen was elected to BioLargo’s board of directors. 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. As the declaration and payment of such dividends is contingent on an uncertain future event, no liability has been recorded for the dividends. The accumulated and undeclared dividend balance as of March 31, 2018 is $135,000. 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 April 2017, BioLargo purchased 500 shares of Clyra common stock from a former member of Clyra’s management for $40,000. Clyra Line of Credit On March 31, 2017, Clyra obtained a $250,000 line of credit from Sanatio Capital LLC, accruing interest at a rate of 10% per annum and a 5% original issue discount. The line of credit was scheduled to mature on March 31, 2019, but was subsequently converted to Clyra stock in full payment (see below). In August 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 August 4, 2017, Clyra issued 1,690 shares of its common stock at $160 per share to Sanatio in exchange for payment of the $270,400 principal and interest outstanding under the line of credit held by Sanatio (see above). Subsequent to the issuance of shares to investors in the offering, and to Sanatio for the conversion of the line of credit, BioLargo owned 15,297.5 shares of Clyra common stock, which is 46.3% of the outstanding stock at Clyra. Two members of BioLargo’s board of directors (Dennis P. Calvert and Jack B. Strommen) comprise a majority of the three -member Clyra board of directors. Management has determined that BioLargo does control Clyra after reviewing the guidance of ASC Topic 810, “Consolidation”. While BioLargo does not have voting interest control through 50% ownership of Clyra, it does exercise control under the Variable Interest Model. BioLargo is the primary beneficiary since it has the power to direct Clyra’s activities that most significantly impact Clyra’s performance and it has the obligation to absorb losses or receive benefits (through royalties and licensing) that could be potentially significant to Clyra. BioLargo has consolidated Clyra’s operations through March 31, 2018. On September 27, 2017, Clyra submitted to the FDA an application for premarket notification under Section 510 (k) for a wound care product. It is now in the formal review process by the FDA. BioLargo Maritime Solutions The Company has an additional subsidiary, BioLargo Maritime Solutions, whereby if certain factors are met, a noncontrolling equity interest in this subsidiary has been pledged to its management.

Note

Noncontrolling

Interest

Clyra Medical Technologies

May 2012,

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

100%

of this subsidiary, and then Clyra granted shares to management, such that we owned approximately

85%

of Clyra’s shares.

Clyra Private Securities Offering

December 30, 2015,

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

$750,000.

As a result of the sale, Sanatio owned

40%

of Clyra’s issued and outstanding shares, BioLargo owned

54%,

and the remainder was 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. BioLargo appointed its president, Dennis P. Calvert, to serve on Clyra’s board. Sanatio appointed its owner, Jack B. Strommen, to serve on the board. In

June 2017,

Mr. Strommen was elected to BioLargo’s board of directors.

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. As the declaration and payment of such dividends is contingent on an uncertain future event,

liability has been recorded for the dividends. The accumulated and undeclared dividend balance as of

March 31, 2018

$135,000.

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.

April 2017,

BioLargo purchased

500

shares of Clyra common stock from a former member of Clyra’s management for

$40,000.

Clyra Line of Credit

March 31, 2017,

Clyra obtained a

$250,000

line of credit from Sanatio Capital LLC, accruing interest at a rate of

10%

per annum and a

original issue discount. The line of credit was scheduled to mature on

March 31, 2019,

but was subsequently converted to Clyra stock in full payment (see below).

August 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

August 4, 2017,

Clyra issued

1,690

shares of its common stock at

$160

per share to Sanatio in exchange for payment of the

$270,400

principal and interest outstanding under the line of credit held by Sanatio (see above). Subsequent to the issuance of shares to investors in the offering, and to Sanatio for the conversion of the line of credit, BioLargo owned

15,297.5

shares of Clyra common stock, which is

46.3%

of the outstanding stock at Clyra. Two members of BioLargo’s board of directors (Dennis P. Calvert and Jack B. Strommen) comprise a majority of the

three

-member Clyra board of directors. Management has determined that BioLargo does control Clyra after reviewing the guidance of ASC Topic

810,

“Consolidation”. While BioLargo does

not

have voting interest control through

50%

ownership of Clyra, it does exercise control under the Variable Interest Model. BioLargo is the primary beneficiary since it has the power to direct Clyra’s activities that most significantly impact Clyra’s performance and it has the obligation to absorb losses or receive benefits (through royalties and licensing) that could be potentially significant to Clyra. BioLargo has consolidated Clyra’s operations through

March 31, 2018.

September 27, 2017,

Clyra submitted to the FDA an application for premarket notification under Section

510

(k) for a wound care product. It is now in the formal review process by the FDA.

BioLargo Maritime Solutions

The Company has an additional subsidiary, BioLargo Maritime Solutions, whereby if certain factors are met, a noncontrolling equity interest in this subsidiary has been pledged to its management.