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): December 21, 2020
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BioLargo, Inc. |
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(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 |
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92683 | |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (888) 400-2863
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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock |
BLGO |
OTCQB |
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 December 21, 2020, BioLargo, Inc. published the press release which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 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 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information on the first slide under the heading “Safe Harbor” in Exhibit 99.1 attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No.
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Description |
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99.1 |
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: December 21, 2020 |
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BIOLARGO, INC. |
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By: |
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/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 99.1
BioLargo to Report Record Revenues in Fourth Quarter of 2020
Westminster, CA – December 21, 2020 – BioLargo, Inc. (OTCQB:BLGO), a developer of sustainable technologies and a full-service environmental engineering company, today announced that its current fourth quarter revenues of approximately $750,000 will result in new quarterly and annual records for the company.
In addition to setting revenue records, BioLargo also significantly reduced its debt obligations during the year. At December 31, 2019, its balance sheet showed approximately $4.6 million in notes payable and lines of credit, not including solely owed obligations of its partially owned subsidiary Clyra Medical. During this calendar year, BioLargo reduced the $4.6 million owed by over $2.8 million to approximately $1.7 million. Of that amount, $357,000 are SBA Paycheck Protection Act loans (which management expects will be forgiven in accordance with SBA’s terms), $200,000 will be converted to equity at maturity, and the remaining approximately $1.1 million may be converted by the investors and if not, will mature in August 2021.
BioLargo CEO Dennis P. Calvert commented, “I am proud of our team’s accomplishments in 2020, and am optimistic that we can continue the momentum next year and further improve our financial condition with successful execution of projects and contracts already in hand, as well as new product launches. Of course, multiple factors may affect the timing and amount of our sales, including uncertainties and unusual challenges related to the pandemic, and the obvious challenges inherent in introducing new technologies to the market.”
In a presentation recorded at the LD Micro virtual investor conference on December 14, 2020, Mr. Calvert explained that the company needs to reach approximately $1.25 million in quarterly revenues to get to cash-flow positive for operations supported by BioLargo (which excludes Clyra, which is independently financed). In the video, available below, he also explained the drivers behind the record revenues and detailed the company’s plans to launch its long-anticipated water treatment technologies, the BioLargo AOS and BioLargo AEC, in 2021.
Watch the video here: https://www.biolargo.com/ld-micro-conference-video
See caution regarding forward looking statements, below.
About BioLargo, Inc.
BioLargo, Inc. is an innovator of technology-based products and environmental engineering solutions provider driven by a mission to “make life better”. We feature unique disruptive solutions to deliver clean air, clean water and a clean, safe environment (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, ONM Environmental, Inc. (www.onmenvironmental.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. We are a minority stockholder of and technology licensor to our subsidiary Clyra Medical which features its breakthrough product Clyraguard (www.clyramedical.com/clyraguard), an FDA Registered, hospital grade disinfectant for personal protective equipment including facemasks, proven 99.999% effective and safe for skin, as well as its other products offering gentle solutions for chronic infected wounds to promote infection control and regenerative tissue therapy.
Contact Information
Dennis P. Calvert
President and CEO, BioLargo, Inc.
888-400-2863
Safe Harbor Act – caution regarding forward looking statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation those about BioLargo’s (the “Company”) expectations regarding the impact of the COVID-19 pandemic; anticipated revenue; and plans for future operations. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties include without limitation: the effect of the COVID-19 pandemic on the Company’s business, results of operations, financial condition, and stock price; the effect of regional economic conditions on the Company’s business, including effects on purchasing decisions by consumers and businesses; the ability of the Company to compete in markets that are highly competitive and subject to rapid technological change; the ability of the Company to manage frequent introductions and transitions of products and services, including delivering to the marketplace, and stimulating customer demand for, new products, services, and technological innovations on a timely basis; the dependency of the Company on the performance of distributors of the Company’s products. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.