0001437749-19-018892.txt : 20191029 0001437749-19-018892.hdr.sgml : 20191029 20190923161203 ACCESSION NUMBER: 0001437749-19-018892 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190923 FILER: 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 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 14921 CHESTNUT ST. CITY: WESTMINSTER STATE: CA ZIP: 92683 BUSINESS PHONE: 888 400-2863 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 CORRESP 1 filename1.htm blgo20190923_corresp.htm

 

 

September 23, 2019

 

U.S. Securities & Exchange Commission

Division of Corporation Finance

100 F. Street NE

Washington, D.C. 20549

 

Attn: Sergio Chinos and Jay Ingram, Legal Branch Chief Office of Manufacturing and Construction.

 

 

Re:

BioLargo, Inc.
Post-Effective Amendment to Form S-1
Filed August 30, 2019

File No. 333-220482

 

Dear Messrs. Ingram and Chinos:

 

We are counsel to BioLargo, Inc., a California corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s behalf. Set forth below are each of the staff’s comment (in bold) to the above-referenced Post-Effective Amendment and the Company’s response thereto.

 

General 

 

1.

This post-effective amendment was filed to update the financial information in your Form S-1, which last contained audited financial statements for the fiscal year ended December 31, 2017. Under Section 10(a)(3) of the Securities Act, "when a prospectus is used more than nine months after the effective date of the registration statement, the [audited financial] information contained therein shall be as of a date not more than sixteen months prior to such use." Please tell us whether you engaged in the offer or sale of your securities using the prospectus from April 30, 2019 and the present, during which time the audited financial statements in the prospectus were not current.

 

The Company hereby confirms that it has not made any offers or sales of its securities using the prospectus incorporated in this Registration Statement from April 30, 2019 until present.

 

We acknowledge that the company and management are responsible for the accuracy and adequacy of the disclosure in the Post-Effective Amendment and ensure you that we have made every effort to provide all information relevant to the company and the offering to allow investors to make an informed decision.

 

Please contact me if you have any further question or comments regarding the Post-Effective Amendment.

 

 

Sincerely,

 

/s/Christopher A. Wilson

Christopher A. Wilson

Partner

Wilson Bradshaw & Cao, LLP