8-K

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): January 23, 2019

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-19709	65-0159115
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

14921 Chestnut St., Westminster, CA 92683	92704
(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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ 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 7.01 Regulation FD Disclosure.

On January 23, 2019, BioLargo, Inc. (“BioLargo”) issued a press release regarding a letter emailed to certain stockholders, investors and interested parties, discussing accomplishments in 2018 its management deemed noteworthy, and goals for 2019. A copy of the press release is attached hereto as Exhibit 99.1. A copy of the letter to stockholders is attached as Exhibit 99.2.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01, the press release attached as Exhibit 99.1, and letter attached as Exhibit 99.2 to this Current Report shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by BioLargo, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01. Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit No.	Description
99.1	Press release
99.2	Letter to stockholders

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.

Date: January 23, 2019	BIOLARGO, INC.
	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

BioLargo Letter to Stockholders on Revenue Records in 2018 and Forecasted Positive Cash Flow in 2019

Westminster, CA – January 23, 2018 – BioLargo, Inc. (OTCQB:BLGO), developer of sustainable science and technologies and a full-service environmental engineering company, today released a “Letter to Stockholders” describing the milestones the company achieved in 2018, including record revenues and crucial developments for their clean water technology the AOS.

The full letter is posted on the company’s blog here.

In the letter, BioLargo President and CEO Dennis Calvert commented, “While we’ve had to overcome many challenges in 2018, it was also a turning point for our company. We substantially increased our revenues, pulled in more cash from grants, tightened our R&D belts, and secured direct investment of $1 million into Clyra as we acquired a stem cell therapy technology. Last but certainly not least, we also advanced the position of our most important asset – our patented technology – to a state where we expect it will soon bear the fruits of our significant investments of time, money and labor. Our mission is now to capitalize on the significant opportunities we have created.”

About BioLargo, Inc.

BioLargo, Inc. is an innovative technology developer 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 develop and commercialize 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.

Contact Information

Dennis Calvert President and CEO BioLargo, Inc. 949-643-9540 x2

Safe Harbor Act

This press release includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Actual results may differ from expectations, estimates and projections and, consequently, you should not rely on these forward-looking statements as predictions of future events. Words such as “expect,” “estimate,” “project,” “budget,” “forecast,” “anticipate,” “intend,” “plan,” “may,” “will,” “could,” “should,” “believes,” “predicts,” “potential,” “continue,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results.

EX-99.2

Exhibit 99.2

January 23, 2019

Dear Stockholder,

I write to provide an update on the significant progress and improvements our business units made in 2018 and to share some insight into our plans to achieve significant growth and positive cashflow going forward in 2019.

While we’ve had to overcome many challenges in 2018, it was also a turning point for our company. We substantially increased our revenues, pulled in more cash from grants, tightened our R&D belts, and secured direct investment of $1 million into Clyra as we acquired a stem cell therapy technology. Last but certainly not least, we also advanced the position of our most important asset – our patented technology – to a state where we expect it will soon bear the fruits of our significant investments of time, money and labor.

Our mission is now to capitalize on the significant opportunities we have created.

Looking back at 2018

Notable milestones:

● Our odor division Odor-No-More, Inc. topped $1.1 million in revenue. It recently signed agreements with the leading company in the solid waste management industry for our patented industrial odor eliminator CupriDyne Clean®. It has also been featured by the waste water treatment industry as a ‘best practices’ and continues to find new markets anxious for a solution like ours. ONM also launched a full-service design, build, installation, and maintenance team for the odor market. All these achievements combine to set us up to hit a growth rate of two to three times or more for the odor and VOC control business in 2019, assuming basic working capital is in place.

● AOS water treatment technology has entered into its first pre-commercial pilots to prove its operational and capital costs (OPEX/CAPEX) and to pave the way for commercial trials and market entry. The importance of this step in its development cannot be overstated – it is the cornerstone for the commercialization of the AOS for water treatment.

● Our Canadian research team achieved technical milestones in AOS development, secured funding for pre-commercial pilots, developed a new a “spiral” AOS reactor, reported results of third-party study that showed the AOS can treat and reduce the toxicity of micropollutants associated with municipal wastewater, and was awarded its 66^th grant.

● Total cash from all revenues and grant support (to us and to third parties supporting our research projects) in 2018 was almost $2M. We expect these numbers will increase dramatically in 2019, primarily as a result of rising revenues in our odor and engineering business units.

● Clyra has multiple product designs and continues to progress through the FDA 510(k) review process on its first (which we remain confident about).

● We acquired a revolutionary stem cell therapy technology and raised $1M in direct investments into the Clyra subsidiary.

● Engineering subsidiary BLEST completed its first year in business trending toward profitability, and its third-party service billings even exceeded expenses during Q4 2018.

Overcoming Hurdles

Our journey to success requires us to overcome barriers to entry, capital constraints and events beyond our control. You don’t have to look far to see the impact of a government shut-down, regulatory hurdles that cost time and money, and extreme volatility in the global capital markets. We have continued to remain steadfast in the face of these hurdles.

Our response is straight forward:

● We have focused on serving our clients, growing revenue, and adding strategic services to lock in a leadership role in the odor and VOC control market;

● We have refocused our efforts in Canada towards our pre-commercial pilot opportunities at a poultry processing plant, micro-brewery, and storm wastewater treatment plant, reducing our R&D budget and staff at the end of 2018 (and thus our operating costs);

● We have created and are executing on a specific plan to complete requests made by the FDA to complete Clyra’s 510(k) application in review;

● Our senior management continued to demonstrate confidence in our future by foregoing substantial cash compensation and instead accepting restricted (locked up) shares of common stock (still no stock sales from management since inception) to preserve capital; and

● We continue the ongoing search for longer-term investment capital to support our vision of tremendous growth, positive cash flow and high impact.

Looking forward to 2019

We believe that with proper capital resources we can grow top line revenues and achieve a cash flow positive status in 2019. We are definitely heading in the right direction – increasing revenues from our business units have reduced demands on capital support from the corporate office. Our goals for the coming year are:

● Increase odor product sales to generate positive cash flow and cover all base operations. We forecast that sales in the $350k - $450k range per month could generate sufficient cash flow to support Odor-No-More, the base operations of the corporate office, and the current low level of capital support for R&D to complete the current pilot work planned for our water business unit;

● Secure distribution partners for our odor products in the wastewater treatment segment;

● Achieve approval of our FDA 510(k) application, secure more direct investment into Clyra, and launch the product. Clyra has been funded by direct investment into the subsidiary from outside investors and this is expected to continue going forward;

● Complete pre-commercial pilots for the AOS, paving the way for commercial pilots, manufacturing, and market entry;

● Secure direct investment into BioLargo Water;

● Complete uplist to Nasdaq or equivalent national market; and

● Pay off all debt.

Closing

‘There is no substitute for innovation. Original revolutionary ideas will always rise to the top.’

Sir Richard Branson

A few days ago, one of our first investors said to me, “remember to remind everyone about the revolutionary nature of your technologies”. The investor was right: BioLargo epitomizes the principles of innovation as we have created, proven, and are now commercializing three high-impact sustainable platform technologies covered by 18 patents, 5 patents pending, 66 research/government grants, and countless scientific studies. Our history is marked by significant investment in R&D (more than $6M since 2007) to build out our robust intellectual property portfolio. While certainly there have been hurdles and there are hurdles yet to come, those investments in R&D have yielded incredibly important technology assets with the potential to create tremendous value for our company, our investors, and the world.

The task ahead of us now is to leverage these technology assets by properly capitalizing and monetizing them through commercialization, licensing or sale. That’s exactly what we plan to do in 2019. We hope you will be with us as we rise to the top!

Sincerely,

Dennis P. Calvert

President & CEO

BioLargo, Inc.