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Note 1 - Business and Organization
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
Note
1.
Business and Organization
 
Description of Business
 
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. The company also owns a minority interest in an advanced wound care subsidiary that has licensed BioLargo's technologies.  Our business strategy is straightforward: we invent or acquire technologies that we believe have the potential to be disruptive in large commercial markets; we develop and validate these technologies to advance and promote their commercial success as we leverage our considerable scientific, engineering, and entrepreneurial talent; we then monetize these technical assets through a variety of business structures that
may
include licensure, joint venture, sale, spin off, or by deploying direct to market strategies.
 
Liquidity / Going concern
 
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. For the year ended
December 31, 2020,
we had a net loss of
$9,700,000,
used
$4,154,000
cash in operations, and at
December 31, 2020,
we had a working capital deficit of
$2,039,000,
and current assets of
$1,505,000.
We do
not
believe gross profits in
2021
will be sufficient to fund our current level of operations or pay our debts as they become due during the next
12
months, and therefore we will have to obtain further investment capital to continue to fund operations and seek to refinance our existing debt. We have been, and anticipate that we will continue to be, limited in terms of our capital resources.
 
During the year ended
December 31, 2020,
we generated revenues of
$2,432,000
through our subsidiaries. (See Note
12.
) Our segments did
not
individually or in the aggregate generate enough revenues or gross profits to fund their operations, or fund our corporate operations or other business segments. Thus, to operate throughout
2020,
we continued to sell securities to raise cash (see Notes
3
and
10
), and were able to borrow money through programs administered by the Small Business Administration.
 
As of
December 31, 2020,
our cash and cash equivalents totaled
$716,000,
and our total liabilities included
$1,006,000
in debt that is convertible at the option of the debtholders,
$100,000
of debt that we
may
convert to equity at the
April 2021
maturity date,
$100,000
notes due on demand,
$224,000
owed by our partially owned subsidiary Clyra Medical Technologies, Inc. (“Clyra”) due in
June 2021,
and
$1,007,000
owed by Clyra that must be paid out of operational cash (see Note
4
and
10
), with a maturity date that automatically extends each
June.
Since
December 30, 2020,
we have received over
$2
million in proceeds from stock sales to Lincoln Park (see Note
3
), and paid off
$650,000
in debt (see also Note
14
). We have
two
promissory notes due in
August, 2021, (
see Note
4,
Notes payable, mature
August 12
and
16,
2021
”), each of which
may
be converted by the holder into equity at
$0.14
per share. If the holders do
not
voluntarily convert the notes to equity, we intend to pay the notes with cash raised through sales of stock to Lincoln Park, although there is
no
guarantee that we will be able to do so. The proceeds we receive from stock sales to Lincoln Park is a function of stock price and volume – a lower stock price and less trading volume results in less money we can receive from Lincoln Park. Our agreement with Lincoln Park precludes us from selling shares to Lincoln Park on a daily basis if our stock price falls below
$0.10
per share. If we are unable to make daily sales, it is
not
likely we will be able to sell enough shares to Lincoln Park to pay the debt due in
August, 2021.
In such event, we intend to negotiate for a delay in repayment with the holders of the notes.
 
If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we will have to rely on other forms of financing, and there is
no
assurance that we will be able to do so, or if we do so, it will be on favorable terms.
 
To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash, and anticipate that we will continue to be able to do so in the future. In the year ended
December 31, 2020,
our CEO and CSO accepted stock in lieu of
$300,000
in unpaid salary and business expenses. Each has indicated a willingness to do so in the future.
 
The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The consolidated financial statements do
not
include any adjustments that might be necessary if we are unable to continue as a going concern.
 
Organization
 
We are a Delaware corporation formed in
1991.
We have
four
wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in
2006;
ONM Environmental, Inc. (formerly, Odor-
No
-More, Inc.), organized under the laws of the State of California in
2009;
BioLargo Water Investment Group Inc. organized under the laws of the State of California in
2019,
which wholly owns BioLargo Water, Inc., organized under the laws of Canada in
2014;
and BioLargo Development Corp., organized under the laws of the State of California in
2016.
Additionally, we own
94%
(see Note
9
) of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in
2017.
We also own
45%
of Clyra Medical Technologies, Inc. (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in
2012,
and consolidate their financial statements (see Note
2,
subheading “Principles of Consolidation,” and Note
10
).