UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number
BIOLARGO, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered |
| | | OTC Markets (OTCQB) |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of the Registrant’s Common Stock outstanding as of November 11, 2021 was
FORM 10-Q
INDEX
| PART I | ||
| Item 1 |
3 | |
| Item 2 | Management's Discussion and Analysis and Financial Condition and Results of Operations | 26 |
| Item 4 | Controls and Procedures | 36 |
| PART II | ||
| Item 2 |
37 | |
| Item 5 |
38 | |
| Item 6 |
39 | |
| 40 | ||
| 39 | ||
PART I – FINANCIAL INFORMATION
BIOLARGO, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2021 AND DECEMBER 31, 2020
(in thousands, except for per share data)
| September 30, 2021 (Unaudited) | December 31, 2020 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance | ||||||||
| Inventories, net of allowance | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| In-process research and development (Note 8) | ||||||||
| Equipment, net of depreciation | ||||||||
| Other non-current assets | ||||||||
| Investment in South Korean joint venture | ||||||||
| Right of use operating lease, net of amortization | ||||||||
| Clyra Medical prepaid marketing (Note 9) | ||||||||
| Total non-current assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity (deficit) | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Debt obligations, net of discount and amortization (Note 4) | ||||||||
| Deferred revenue | ||||||||
| Customer deposits | ||||||||
| Lease liability | ||||||||
| Clyra Medical accounts payable and accrued expenses (Note 9) | ||||||||
| Clyra Medical debt obligations (Note 9) | ||||||||
| Total current liabilities | ||||||||
| Long-term liabilities: | ||||||||
| Debt obligations, net of discount and amortization (Note 4) | ||||||||
| Clyra Medical line of credit (Note 9) | ||||||||
| Lease liability | ||||||||
| Common stock held for redemption (Note 9) | ||||||||
| Total long-term liabilities | ||||||||
| Total liabilities | ||||||||
| COMMITMENTS AND CONTINGENCIES (Note 12) | ||||||||
| STOCKHOLDERS’ EQUITY (DEFICIT): | ||||||||
| Preferred Series A, Par Value, Shares Authorized, -- Shares Issued and Outstanding, at September 30, 2021 and December 31, 2020 | ||||||||
| Common stock, Par Value, Shares Authorized, and Shares Issued, at September 30, 2021 and December 31, 2020 | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total BioLargo Inc. and subsidiaries stockholders’ equity (deficit) | ||||||||
| Non-controlling interest (Notes 9 and 10) | ( | ) | ( | ) | ||||
| Total stockholders’ equity (deficit) | ( | ) | ||||||
| Total liabilities and stockholders’ equity (deficit) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
BIOLARGO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except for share and per share data)
(unaudited)
| THREE MONTHS |
NINE MONTHS |
|||||||||||||||
| SEPTEMBER 30, 2021 |
SEPTEMBER 30, 2020 |
SEPTEMBER 30, 2021 |
SEPTEMBER 30, 2020 |
|||||||||||||
| Revenues |
||||||||||||||||
| Product revenue |
$ | $ | $ | $ | ||||||||||||
| Service revenue |
||||||||||||||||
| Total revenue |
||||||||||||||||
| Cost of revenue |
||||||||||||||||
| Cost of goods sold |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Cost of service |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Total cost of revenue |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gross profit |
||||||||||||||||
| Selling, general and administrative expenses |
||||||||||||||||
| Research and development |
||||||||||||||||
| Operating loss: |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other (expense) income: |
||||||||||||||||
| Interest expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Loss on debt extinguishment |
( |
) | ( |
) | ||||||||||||
| PPP loan forgiveness |
||||||||||||||||
| Tax credit |
||||||||||||||||
| Grant income |
||||||||||||||||
| Total other expense: |
( |
) | ( |
) | ( |
) | ||||||||||
| Net loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss attributable to noncontrolling interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss attributable to common shareholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share attributable to common shareholders: |
||||||||||||||||
| Loss per share attributable to shareholders – basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average number of common shares outstanding: |
||||||||||||||||
| Comprehensive loss: |
||||||||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Foreign currency translation |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss attributable to noncontrolling interest |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Comprehensive loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
BIOLARGO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except for share data)
(unaudited)
| Common stock |
Additional paid-in |
Accumulated |
Accumulated other comprehensive |
Non- controlling |
Total stockholders’ |
|||||||||||||||||||||||
| Shares |
Amount |
capital |
deficit |
Loss |
interest |
equity (deficit) |
||||||||||||||||||||||
| Balance, December 31, 2020 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ( |
) |
||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Warrants and conversion feature issued as discount on convertible note payable |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Noncontrolling interest allocation |
— | ( |
) |
|||||||||||||||||||||||||
| Clyra Medical securities offering |
— | |||||||||||||||||||||||||||
| Net loss |
— | ( |
) |
( |
) |
( |
) |
|||||||||||||||||||||
| Foreign currency translation |
— | ( |
) |
( |
) |
|||||||||||||||||||||||
| Balance, March 31, 2021 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ||||||||||||||||
| Conversion of notes |
||||||||||||||||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Issuance of common stock for interest |
||||||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Noncontrolling interest allocation |
— | ( |
) |
|||||||||||||||||||||||||
| Net loss |
— | ( |
) |
( |
) |
( |
) |
|||||||||||||||||||||
| Foreign currency translation |
— | |||||||||||||||||||||||||||
| Balance, June 30, 2021 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ||||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Issuance of common stock for warrant exercise |
||||||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Noncontrolling interest allocation |
— | ( |
) |
|||||||||||||||||||||||||
| Net loss |
— | ( |
) |
( |
) |
( |
) |
|||||||||||||||||||||
| Foreign currency translation |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance, September 30, 2021 |
$ | $ | $ | ( |
) |
$ | ( |
) |
$ | ( |
) |
$ | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
| Common stock |
Additional paid-in |
Accumulated |
Accumulated other comprehensive |
Non- controlling |
Total stockholders’ |
|||||||||||||||||||||||
| Shares |
Amount |
capital |
deficit |
Loss |
interest |
equity (deficit) |
||||||||||||||||||||||
| Balance, December 31, 2019 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||
| Conversion of notes |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Issuance of common stock for interest |
||||||||||||||||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Common stock issued as a financing fee; deferred offering costs |
( |
) | ( |
) | ||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Deemed dividend for the change in accounting for derivative liability |
— | ( |
) | |||||||||||||||||||||||||
| Clyra Medical securities offering |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Allocation of noncontrolling interest from Clyra Stock option issuance |
— | ( |
) | |||||||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Balance, March 31, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||||||||||
| Conversion of notes |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Issuance of common stock for interest |
||||||||||||||||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Clyra Medical securities offering |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Clyra Medical stock for other asset (See Note 2) |
— | |||||||||||||||||||||||||||
| Noncontrolling interest allocation |
— | ( |
) | |||||||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Foreign currency translation |
— | |||||||||||||||||||||||||||
| Balance, June 30, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||||||||||||
| Conversion of notes |
||||||||||||||||||||||||||||
| Issuance of common stock for service |
||||||||||||||||||||||||||||
| Issuance of common stock for interest |
||||||||||||||||||||||||||||
| Sale of common stock for cash |
||||||||||||||||||||||||||||
| Stock option compensation expense |
— | |||||||||||||||||||||||||||
| Loss on extinguishment |
— | |||||||||||||||||||||||||||
| Clyra Medical shares issued as a commitment fee |
— | |||||||||||||||||||||||||||
| Clyra Medical stock option expense |
— | |||||||||||||||||||||||||||
| Noncontrolling interest allocation |
— | ( |
) | |||||||||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| Foreign currency translation |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Balance, September 30, 2020 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
BIOLARGO, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020
(in thousands, except for per share data)
(unaudited)
| SEPTEMBER 30, 2021 |
SEPTEMBER 30, 2020 |
|||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | ( |
) |
$ | ( |
) |
||
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
| Stock option compensation expense |
||||||||
| Common stock issued in lieu of salary to officers and fees for services from vendors |
||||||||
| Common stock issued for interest |
||||||||
| Interest expense related to amortization of the discount on convertible notes payable and line of credit |
||||||||
| PPP loan forgiveness |
( |
) |
||||||
| Loss on extinguishment of debt |
||||||||
| Loss on investment in South Korean joint venture |
||||||||
| Bad debt expense |
||||||||
| Depreciation expense |
||||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
( |
) |
||||||
| Prepaid expenses and other current assets |
( |
) |
( |
) |
||||
| Inventories |
( |
) |
||||||
| Customer deposits |
( |
) |
||||||
| Accounts payable and accrued expenses |
( |
) |
( |
) | ||||
| Deferred revenue |
||||||||
| Clyra Medical accounts payable and accrued expenses |
||||||||
| Net cash used in operating activities |
( |
) |
( |
) |
||||
| Cash flows from investing activities |
||||||||
| Investment in South Korean joint venture |
( |
) |
||||||
| Purchase and sale of equipment |
( |
) |
||||||
| Net cash used in investing activities |
( |
) |
( |
) |
||||
| Cash flows from financing activities |
||||||||
| Proceeds from sales of common stock |
||||||||
| Proceeds from the sale of stock in Clyra Medical |
||||||||
| Proceeds from payroll protection program loan |
||||||||
| Proceeds from line of credit Clyra Medical |
||||||||
| Exercise of warrants |
||||||||
| Payment of debt obligations |
( |
) |
( |
) |
||||
| Payment of Clyra Medical debt obligations |
( |
) |
( |
) |
||||
| Net cash provided by financing activities |
||||||||
| Net effect of foreign currency translation |
( |
) |
( |
) |
||||
| Net change in cash |
||||||||
| Cash at beginning of period |
||||||||
| Cash at end of period |
$ | $ | ||||||
| Supplemental disclosures of cash flow information |
||||||||
| Cash paid for: |
||||||||
| Interest |
$ | $ | ||||||
| Income taxes |
$ | $ | ||||||
| Non-cash investing and financing activities |
||||||||
| Fair value of warrants issued with convertible notes |
$ | $ | ||||||
| Lincoln Park deferred offering costs, recorded as additional paid-in capital |
$ | $ | ( |
) |
||||
| Conversion of notes payable to common stock |
$ | $ | ||||||
| Exchange of consulting services for Clyra common shares |
$ | $ | ||||||
| Increase in liability to Clyra Medical shareholder |
$ | $ | ||||||
| Fair Value of Clyra shares issued as a commitment fee |
$ | $ | ||||||
| Deemed dividend |
$ | $ | ||||||
| Allocation of noncontrolling interest |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated financial statements.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
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 and a cleaner earth. The Company also owns a minority interest in a medical products 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 nine months ended September 30, 2021, we had a net loss of $
As of September 30, 2021, our cash and cash equivalents totaled $
During the nine months ended September 30, 2021, we received $
If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we would 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 compensation, and we anticipate that we will continue to be able to do so in the future. In the nine months ended September 30, 2021, our CEO and CSO accepted stock in lieu of $
The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Organization
We are a Delaware corporation formed in 1991. We have wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in 2006; ONM Environmental, 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
The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule 8-03 of Regulation S-X under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and accompanying notes included in the Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2021.
Note 2. Summary of Significant Accounting Policies
In the opinion of management, the accompanying balance sheet and related statements of operations, cash flows, and stockholders’ deficit include all adjustments, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, BLEST, and Clyra Medical. Management believes Clyra Medical’s financial statements are appropriately consolidated with that of the Company after reviewing the Accounting Standards Codification (“ASC”), 810, “Consolidation” (“ASC 810), and concluding that BioLargo controls Clyra Medical. While BioLargo does not have voting interest control through a majority stock ownership of Clyra Medical (it owns
Foreign Currency
The Company has designated the functional currency of BioLargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.
Cash and Cash Equivalents
The Company considers all highly liquid investments with maturities of three months or less when acquired to be cash equivalents. Substantially all cash equivalents are held in short-term money market accounts at one of the largest financial institutions in the United States. From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution. We do not anticipate non-performance by our financial institution.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
As of September 30, 2021 and December 31, 2020, our cash balances were made up of the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| BioLargo, Inc. and subsidiaries | $ | $ | ||||||
| Clyra Medical Technologies, Inc. | ||||||||
| Total | $ | $ | ||||||
Accounts Receivable
Trade accounts receivable are recorded net of allowances for doubtful accounts. Estimates for allowances for doubtful accounts are determined based on payment history and individual customer circumstances. The allowance for doubtful accounts as of September 30, 2021 was $
Credit Concentration
We have a limited number of customers that account for significant portions of our revenue. During the nine months ended September 30, 2021 and 2020, we had the following customers that accounted for more than 10% of consolidated revenues, as follows:
| September 30, | September 30, 2020 | |||||||
| Customer A | % | <10 | % | |||||
| Customer B | % | <10 | % | |||||
| Customer C | <10 | % | % | |||||
| Customer D | % | <10 | % | |||||
We had customers that each accounted for more than
| September 30, 2021 | December 31, 2020 | |||||||
| Customer C | % | <10 | % | |||||
| Customer D | % | <10 | % | |||||
| Customer E | % | <10 | % | |||||
| Customer F | <10 | % | % | |||||
| Customer G | <10 | % | % | |||||
Inventory
Inventories are stated at the lower of cost or net realizable value using the average cost method. The allowance for obsolete inventory as of September 30, 2021, and December 31, 2020, was Inventories consisted of (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Raw material | $ | $ | ||||||
| Finished goods | ||||||||
| Total | $ | $ | ||||||
Other Assets
Other Assets consisted of security deposits of $
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Equity Method of Accounting
On March 20, 2020, we invested $
We account for our investment in the joint venture under the equity method of accounting. We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity. Therefore, we record the asset on our consolidated balance sheet and record an increase or decrease the recorded balance by our percentage ownership of the profits or losses in the joint venture. The joint venture incurred a loss during the three and nine months ended September 30, 2021, and our
Impairment
Long-lived and definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If the sum of the expected future undiscounted cash flows from the use of the asset and its eventual disposition is less than the carrying amount of the asset, then an impairment loss is recognized. The impairment loss is measured based on the fair value of the asset. Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operating results. For the three and nine months ended September 30, 2021 and 2020, management determined that there was
Earnings (Loss) Per Share
We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock. For the three and nine months ended September 30, 2021 and 2020, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, among others.
The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.
Share-Based Compensation Expense
We recognize compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Fair value is determined on the grant date. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model.
For stock and stock options issued to consultants and other non-employees for services, the Company measures and records an expense as of the earlier of the date at which either: a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete. The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes option model.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The following methodology and assumptions were used to calculate share-based compensation for the nine months ended September 30, 2021 and 2020:
| 2021 | 2020 | |||||||||||||||||||||
| Non Plan | 2018 Plan | Non Plan | 2018 Plan | |||||||||||||||||||
| Risk free interest rate | % | – | – |
| – | |||||||||||||||||
| Expected volatility | % | – | - |
| – | |||||||||||||||||
| Expected dividend yield | — | — | — | — | ||||||||||||||||||
| Forfeiture rate | — | — | — | — | ||||||||||||||||||
| Life in years | ||||||||||||||||||||||
Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.
The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.
Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.
Warrants
Warrants issued with our convertible promissory notes, note payables, line of credit are accounted for under the fair value and relative fair value method.
The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model, and recorded as a liability on the balance sheet. The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).
If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.
Convertible debt instruments are recorded at fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible debt instrument is examined for any intrinsic beneficial conversion feature (“BCF”) of which the conversion price is less than the closing common stock price on date of issuance. If the relative fair value method is used to value the convertible debt instrument and there is an intrinsic BCF, a further analysis is undertaken of the BCF using an effective conversion price which assumes the conversion price is the relative fair value divided by the number of shares the convertible debt is converted into by its terms. The BCF value is accounted for as equity.
The warrant and BCF relative fair values are also recorded as a discount to the convertible promissory notes. At present, these equity features of the convertible promissory notes have recorded a discount to the convertible notes that is substantially equal to the proceeds received.
Non-Cash Transactions
We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered, or product is received.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Revenue Recognition
We account for revenue in accordance with ASC 606, “Revenue from Contacts with Customers”. The guidance focuses on the core principle for revenue recognition, which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the guidance provides that an entity should apply the following steps:
Step 1: Identify the contract(s) with a customer.
Step 2: Identify the performance obligations in the contract.
Step 3: Determine the transaction price.
Step 4: Allocate the transaction price to the performance obligations in the contract.
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.
Products sold a through a contract with the customer and written purchase order, in which the details of the contract are defined including the transaction price and method of shipment. The only performance obligation is to create and ship the product and each product has separate pricing. Revenue is recognized at a point in time when the goods are shipped if the agreement is FOB manufacturer, and when goods are delivered if FOB destination. Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order.
Service contracts are performed through a written contract, which specifies the performance obligations and the rate at which the services will be billed, typically by time and materials. Each service is separately negotiated and priced. Revenue is recognized as services are performed and completed, or, for services related to product installations, at the completion of the installation. A few contracts have called for milestone or fixed cost payments, where we invoice an agreed-to amount per month for the life of the contract. In these instances, completed work, billed hourly, is recognized as revenue. If the billing amount is greater or lesser than the completed work, a receivable or payable is created. These accounts are adjusted upon additional billings as the work is completed. To date, there have been no discounts or other financing terms for the contracts.
In the event that we generate revenues from royalties or license fees from our intellectual property, we anticipate a licensee would pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. Upon entering into a licensing agreement, we will determine the appropriate method of recognizing the royalty and license fees.
Clyra also has certain distribution agreements that call for consigned inventory. Although the product is shipped to a third party, it is not revenue until that consigned inventory is sold to end user customer.
Government Grants
We have been awarded multiple research grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over
The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Income Taxes
The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of asset and liabilities. Deferred tax assets and liabilities are determined based on the differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The effect on deferred tax asset and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
We account for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by generally accepted accounting principles (“GAAP”). Under GAAP, the tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. Management believes there are
The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of September 30, 2021. Accordingly, a 100% valuation allowance was recorded against the net deferred tax asset.
The Company recognizes interest and penalties on income taxes as a component of income tax expense, should such an expense be realized.
Fair Value of Financial Instruments
Management believes the carrying amounts of the Company’s financial instruments (excluding debt and equity instruments) as of September 30, 2021 and December 31, 2020, approximate their respective fair values because of the short-term nature of these instruments. Such instruments consist of cash, accounts receivable, prepaid assets, accounts payable, lines of credit, and other assets and liabilities.
Tax Credits
Our research and development activities in Canada may entitle our Canadian subsidiary to claim benefits under the “Scientific Research and Experimental Development Program”, a Canadian federal tax incentive program designed to encourage Canadian businesses of all sizes and in all sectors to conduct research and development in Canada. Benefits under the program include credits to taxable income. If our Canadian subsidiary does not have taxable income in a reporting period, we instead receive a tax refund from the Canadian Revenue Authority. Those refunds are classified in Other Income on our Consolidated Statement of Operations and Comprehensive Loss.
Leases
In accordance with ASC 842, the Company elects to use hindsight as a practical expedient with respect to determining the lease terms (as we considered our updated expectations of acceptance of the Westminster California facility lease renewal) and in assessing any impairment of right-of-use assets for existing leases. No impairment is expected at this time. As of September 30, 2021, the right of use assets on our balance sheet related to our operating leases total .
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”. For convertible instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock. Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared with current GAAP. Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums are recorded as paid-in capital. The FASB decided to amend the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. The FASB observed that the application of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically similar contracts as equity. The FASB also decided to improve and amend the related EPS guidance. The amendments in this Update are effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Management is currently evaluating the effect on the Company’s financials if and when future convertible securities are issued. This Update does not affect the Company’s current financial statements.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
In January 2020, the FASB issued Accounting Standards Update No 2020-01, “Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815”. This Update relates to the Company’s equity method of accounting and the potential interactions between the measurement alternative in Topic 321 and the equity method of accounting in Topic 323 and that diverse views have emerged about the application of the measurement alternative and the equity method of accounting since the adoption of Update 2016-01. The measurement alternative is the ability to measure certain equity securities without a readily determinable fair value at cost, minus impairment, if any. Paragraph 321-10-35-2, as amended, states that if an entity identifies observable price changes in orderly transactions for the identical or a similar investment of the same issuer, it should measure the equity security at fair value as of the date that the observable transaction occurred (hereinafter referred to as the measurement alternative). The amendments clarify that an entity should consider observable transactions that require it to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321 immediately before applying or upon discontinuing the equity method. Management adopted the updates, and after evaluation, did not make any modifications to the financial statements.
Note 3. Sale of Stock for Cash
Lincoln Park Financing
On March 30, 2020, we entered into a stock purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $
During the nine months ended September 30, 2021 and 2020, we sold
2020 Unit Offering
During the nine months ended September 30, 2021 and 2020, pursuant to an offering commenced in March 2020, we sold
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 4. Debt Obligations
The following table summarizes our debt obligations outstanding as of September 30, 2021, and December 31, 2020 (in thousands). The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 9, “Debt Obligations of Clyra Medical”).
| September 30 2021 (Unaudited) | December 31, 2020 | |||||||
| Current portion of debt: | ||||||||
| Note payable, matures on demand 60 days’ notice (or March 8, 2023) | $ | $ | ||||||
| Line of credit, matures on 30-day demand | ||||||||
| Total notes payable and line of credit | $ | $ | ||||||
| Convertible notes payable: | ||||||||
| Convertible note payable, matures April 20, 2021 | $ | $ | ||||||
| Convertible note payable, matures August 9, 2021 | ||||||||
| Convertible notes, mature August 12 and 16, 2021 | ||||||||
| Total convertible notes payable | ||||||||
| Debt discount, net of amortization | ( | ) | ||||||
| Total current liabilities | ||||||||
| Long-term debt: | ||||||||
| Convertible note payable, matures March 1, 2023 | $ | $ | ||||||
| Debt discount, net of amortization | ( | ) | ||||||
| SBA Paycheck Protection Program loans | ||||||||
| SBA EIDL Loan | ||||||||
| Total long-term liabilities | ||||||||
| Total | $ | $ | ||||||
For the nine months ended September 30, 2021 and 2020, we recorded $
The following discussion includes debt instruments to which amendments were made or included other activity that management deemed appropriate to disclose during the nine months ended September 30, 2021 and 2020. Each of the debt instruments contained in the above table are disclosed more fully in the financial statements contained in the Company’s Form 10-K filed March 30, 2021.
Cash payment of debt obligations
On August 13, 2021, we paid $
On March 1, 2021, we paid in cash the outstanding principal of $
On March 1, 2021, we paid in cash the outstanding principal of $
Conversion of Debt into shares of common stock
On May 18, 2021, we converted to equity a promissory note that was scheduled to mature on August 18, 2021, in the principal balance of $
On its maturity date of April 20, 2021, we converted to equity a promissory note in the principal balance of $
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Amendment to Note payable matures on 60 days’ notice (or March 8, 2023)
On March 1, 2021, we and the holder of a $
Note 5. Share-Based Compensation
Issuance of Common Stock in exchange for payment of payables
Payment of Officer Salaries
On September 30, 2021, we issued
On September 30, 2020, we issued
Payment of Consultant Fees
On September 30, 2021, we issued
On September 30, 2020, we issued
Payment of Accrued Interest
During the nine months ended September 30, 2021, we issued
On September 30, 2020, we issued
Stock Option Expense
During the nine months ended September 30, 2021 and 2020, we recorded an aggregate $
2018 Equity Incentive Plan
On June 22, 2018, our stockholders adopted the BioLargo 2018 Equity Incentive Plan (“2018 Plan”) as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Activity for our stock options under the 2018 Plan for the nine months ended September 30, 2021 and September 30, 2020, is as follows:
| Weighted | ||||||||||||||||||
| Average | Aggregate | |||||||||||||||||
| Options | Exercise | Price per | intrinsic | |||||||||||||||
| Outstanding | Price per share | share | Value(1) | |||||||||||||||
| Balance, December 31, 2020 | $ | – | $ | |||||||||||||||
| Granted | – | |||||||||||||||||
| Expired | — | |||||||||||||||||
| Balance, September 30, 2021 | $ | – | $ | |||||||||||||||
| Non-vested | ( | ) | – | |||||||||||||||
| Vested, September 30, 2021 | $ | – | $ | $ | ||||||||||||||
| Balance, December 31, 2019 | $ | – | $ | |||||||||||||||
| Granted | – | |||||||||||||||||
| Expired | ( | ) | – | |||||||||||||||
| Balance, September 30, 2020 | $ | – | $ | |||||||||||||||
(1) Aggregate intrinsic value based on closing common stock price of $
The options granted to purchase
The options granted under the 2018 Plan to purchase
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Chief Financial Officer Contract Extension
On March 17, 2021, we and our Chief Financial Officer Charles K. Dargan, II, formally agreed to extend the engagement agreement dated February 1, 2008 (the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr. Dargan has been and continues to serve as the Company’s Chief Financial Officer. The Engagement Extension Agreement dated as of February 25, 2020 (the “Engagement Extension Agreement”) provides for an additional term to begin retroactively on October 1, 2019, and to expire January 31, 2022 (the “Extended Term”).
As compensation for the Extended Term, Mr. Dargan was issued an option (“Option”) to purchase
The Option is Mr. Dargan’s sole compensation for the Extended Term. As was the case in all prior terms of his engagement, there is no cash component of his compensation for the Extended Term. Mr. Dargan is eligible to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer (although he has made no such requests for reimbursement in the past). All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.
2007 Equity Incentive Plan
On September 7, 2007, and as amended April 29, 2011, the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) was adopted as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan for a period of
Activity for our stock options under the 2007 Plan for the nine months ended September 30, 2021 and 2020 is as follows:
| Weighted | ||||||||||||||||||
| Average | Aggregate | |||||||||||||||||
| Options | Exercise | Price per | intrinsic | |||||||||||||||
| Outstanding | price per share | share | Value(1) | |||||||||||||||
| Balance, December 31, 2020 | $ | – | $ | |||||||||||||||
| Expired | ( | ) | - | |||||||||||||||
| Balance, September 30, 2021 | $ | – | $ | $ | — | |||||||||||||
| Balance, December 31, 2019 | $ | – | $ | |||||||||||||||
| Expired | ( | ) | – | |||||||||||||||
| Balance, September 30, 2020 | $ | – | $ | |||||||||||||||
(1) – Aggregate intrinsic value based on closing common stock price of $
Non-Plan Options issued
Activity of our non-plan stock options issued for the nine months ended September 30, 2021 and 2020 is as follows:
| Weighted | ||||||||||||||||||
| Non-plan | average | Aggregate | ||||||||||||||||
| Options | Exercise | price per | Intrinsic | |||||||||||||||
| outstanding | price per share | share | value(1) | |||||||||||||||
| Balance, December 31, 2020 | $ | – | $ | |||||||||||||||
| Granted | ||||||||||||||||||
| Expired | ( | ) | ||||||||||||||||
| Balance, September 30, 2021 | $ | – | $ | |||||||||||||||
| Non-vested | ( | ) | – | |||||||||||||||
| Vested, September 30, 2021 | $ | – | $ | $ | ||||||||||||||
| Balance, December 31, 2019 | $ | – | $ | |||||||||||||||
| Granted | – | |||||||||||||||||
| Balance, September 30, 2020 | $ | – | $ | |||||||||||||||
| (1) | – Aggregate intrinsic value based on closing common stock price of $ |
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the nine months ended September 30, 2021, we issued an option to purchase
During the nine months ended September 30, 2020, we issued options to purchase
Note 6. Warrants
We issued warrants to purchase our common stock, at various prices for the nine months ended September 30, 2021 and 2020, is as follows:
| Weighted | ||||||||||||||||||
| average | Aggregate | |||||||||||||||||
| Warrants | Exercise | price per | Intrinsic | |||||||||||||||
| outstanding | price per share | share | value(1) | |||||||||||||||
| Balance, December 31, 2020 | $ | – | $ | |||||||||||||||
| Issued | – | |||||||||||||||||
| Exercised | ( | ) | $ | |||||||||||||||
| Expired | ( | ) | – | |||||||||||||||
| Balance, September 30, 2021 | $ | – | $ | $ | ||||||||||||||
| Balance, December 31, 2019 | $ | – | $ | |||||||||||||||
| Issued | - | |||||||||||||||||
| Expired | ( | ) | - | |||||||||||||||
| Balance, September 30, 2020 | $ | – | $ | |||||||||||||||
| (1) | Aggregate intrinsic value based on closing common stock price of $ |
Warrants issued in 2020 Unit Offering
During the nine months ended September 30, 2021, pursuant to our 2020 Unit Offering (see Note 3), we issued six-month stock purchase warrants to purchase an aggregate
On August 6, 2021 a holder of a -month stock purchase warrant exercised the warrant and we received $
Warrant issued in conjunction with amendment to note payable
On March 1, 2021, we and the holder of a $
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Fair Value – Interest Expense
To determine interest expense related to our outstanding warrants issued in conjunction with debt offerings, the fair value of each award grant is estimated on the date of grant using the Black-Scholes option pricing model and the relative fair values are amortized over the life of the warrant. For the determination of expense of warrants issued for services, extinguishment of debt and settlement, management also uses the option-pricing model. The principal assumptions we used in applying this model were as follows:
| September 30, 2021 | September 30, 2020 | |||||||||||
| Risk free interest rate | - |
| ||||||||||
| Expected volatility | - |
| ||||||||||
| Expected dividend yield | — | — | ||||||||||
| Forfeiture rate | — | — | ||||||||||
| Expected life in years | . | – | – | |||||||||
The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock. The expected life in years is based on the contract term of the warrant.
Note 7. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses for our operations other than our partially-owned subsidiary Clyra Medical included the following (in thousands):
| September 30, 2021 | December 31, 2020 | |||||||
| Accounts payable and accrued expense | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued payroll | ||||||||
| Total accounts payable and accrued expenses | $ | $ | ||||||
Accounts payable and accrued expenses includes ordinary business payables incurred by the Company and its operational subsidiaries. See Note 9, “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.
Note 8. In-process Research and Development
On September 26, 2018, BioLargo and Clyra Medical entered into a transaction (the “Scion Transaction”) whereby BioLargo would acquire, and then license back to Clyra, the intangible assets of Scion Solutions, LLC (“Scion”), and in particular its in-process research and development of the “SkinDisc,” a method for treating advanced hard-to-treat wounds including diabetic ulcers. In addition to a pending patent application, the assets included the technical know-how and data developed by the Scion team.
Note 9. Noncontrolling Interest – Clyra Medical
As discussed in Note 2, we consolidate the operations of our partially owned subsidiary Clyra Medical, of which we owned
Acquisition of In-process Research and Development
On September 26, 2018, Clyra Medical entered into a transaction with Scion for the purchase of its intellectual property, including its SkinDisc (see also Note 8). The consideration provided to Scion is subject to an escrow agreement (“Escrow Agreement”) and earn out provisions and includes: (i)
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On December 17, 2018, the parties entered into a closing agreement (“Closing Agreement”) reflecting the satisfaction of the obligation to raise $1 million “base capital”; at that time, one-half of the shares of Clyra Medical common stock exchanged for the Scion assets were released to Scion. The remaining Clyra Medical common shares remain subject to the Escrow Agreement’s performance metrics, each vesting one-fifth of the remaining shares of common stock: (a) notification of FDA premarket clearance of certain orthopedics products, or recognition by Clyra Medical of $
Debt Obligations of Clyra Medical
Note Payable (Scion)
In conjunction with the transaction in which certain intellectual property was purchased from Scion, Clyra issued a promissory note to Scion in the principal amount of $
Inventory Line of Credit
On September 30, 2020, Clyra entered into a -year revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC committed to provide a $
Clyra is required to use funds from the line of credit to produce inventory. Additional draws are conditional upon Clyra presenting invoices or purchase orders to the lender equal to the greater of -half of principal outstanding on the line of credit, and $
During the nine months ended September 30, 2021, we made payments on the line of credit totaling $
As of September 30, 2021, the balance outstanding on this line of credit totals $
Prepaid Marketing - Consulting Agreement
On December 30, 2015, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to Clyra related to its sales and marketing activities, and in exchange receive $
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Clyra Medical Equity transactions
As of September 30, 2021, Clyra Medical had the following common shares outstanding:
| Shareholder | Shares | Percent | ||||||
| BioLargo, Inc. | % | |||||||
| Sanatio Capital | % | |||||||
| Scion Solutions | % | |||||||
| Other | % | |||||||
| Total | ||||||||
The above amounts do not include an additional
Sales of Common Shares
During the nine months ended September 30, 2021 and 2020 Clyra raised $
Stock Options
Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis. As of December 31, 2020, the Company had issued options to purchase
Clyra Accounts Payable and Accrued Expenses
Clyra had the following accounts payable and accrued expenses as follows:
| September 30, 2021 | December 31, 2020 | |||||||
| Accounts payable and accrued expense | $ | $ | ||||||
| Accrued interest | ||||||||
| Accrued payroll | ||||||||
| Total Clyra Medical accounts payable and accrued expenses | $ | $ | ||||||
Note 10. BioLargo Engineering, Science and Technologies, LLC
In September 2017, we commenced a full-service environmental engineering firm and formed a Tennessee entity named BioLargo Engineering, Science & Technologies, LLC (“BLEST”). (See Note 11, “Business Segment Information”.) The company was capitalized with two classes of membership units: Class A,
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 11. Business Segment Information
BioLargo currently has operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc. The four operational business segments are:
| 1. | ONM Environmental (formerly Odor-No-More) (“ONM”) -- which sells odor and volatile organic control products and services (located in Westminster, California); |
| 2. | Clyra Medical Technologies (“Clyra”) -- which develops and sells medical products based on our technologies; |
| 3. | BLEST -- which provides professional engineering services on a time and materials basis for outside clients and supports our internal operations and product development (located in Oak Ridge, Tennessee); and |
| 4. | BioLargo Water (“Water”) -- our Canadian team of scientists and engineers focused on refining and commercializing our AOS water treatment system, and supporting our other research and development efforts. |
Historically, none of our operating business units have operated at a profit and therefore each required additional cash to meet its monthly expenses. The additional sources of the cash to fund the shortfall from operations of ONM, BLEST and BioLargo Water have been provided by BioLargo’s sales of debt or equity, research grants, and tax credits. Clyra Medical has primarily been funded by third party investors who invest directly in Clyra Medical in exchange for equity ownership in that entity.
The segment information for the three and nine months ended September 30, 2021 and 2020, is as follows (in thousands):
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||||||
| Revenue | ||||||||||||||||
| BioLargo corporate | $ | $ | $ | $ | ||||||||||||
| ONM | ||||||||||||||||
| BLEST | ||||||||||||||||
| Water | ||||||||||||||||
| Clyra Medical | ||||||||||||||||
| Intersegment revenue (BLEST) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Operating loss | ||||||||||||||||
| BioLargo corporate | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| ONM | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Clyra Medical | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| BLEST | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Water | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Interest expense | ||||||||||||||||
| BioLargo corporate | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Clyra Medical | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Research and development expense | ||||||||||||||||
| BioLargo corporate | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Clyra Medical | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| BLEST | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Water | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Intersegment R&D | ||||||||||||||||
| Total | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The segment information for September 30, 2021 and December 31, 2020, is as follows (in thousands):
| As September 30, 2021 | BioLargo | ONM | Clyra | BLEST | Water | Elimination | Total | |||||||||||||||||||||
| Tangible assets | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Right of use | ||||||||||||||||||||||||||||
| Investment in South Korean joint venture | ||||||||||||||||||||||||||||
| Intangible assets | ||||||||||||||||||||||||||||
| As of December 31, 2020 | BioLargo | ONM | Clyra | BLEST | Water | Elimination | Total | |||||||||||||||||||||
| Tangible assets | $ | $ | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||
| Right of use | ||||||||||||||||||||||||||||
| Investment in South Korean joint venture | ||||||||||||||||||||||||||||
| Intangible assets | ||||||||||||||||||||||||||||
Note 12. Commitments and Contingencies
Office Leases
We have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada. Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement. For the nine months ended September 30, 2021 and 2020, rental expense was $
Note 13. Subsequent Events.
Management has evaluated subsequent events through the date of the filing of this Annual Report and management noted the following for disclosure.
Sales to Lincoln Park
From October 1, 2021, through November 11, 2021, we sold
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This quarterly report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products. Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC. These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement. BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of September 30, 2021, unless expressly stated otherwise, and we undertake no duty to update this information.
As used in this report, “we” and “Company” refers to (i) BioLargo, Inc., a Delaware corporation; (ii) its wholly-owned subsidiaries BioLargo Life Technologies, Inc., a California corporation, ONM Environmental, Inc., a California corporation, and BioLargo Development Corp., a California corporation, (iii) its majority-owned subsidiary BioLargo Engineering, Science & Technologies, LLC, a Tennessee limited liability company, and Canadian subsidiary BioLargo Water, Inc.; and (iv) Clyra Medical Technologies, Inc. (“Clyra”), a partially owned subsidiary.
The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the related notes to the consolidated financial statements included elsewhere in this report.
Our Business - Innovator and Solution Provider
BioLargo, Inc. invents, develops, and commercializes innovative platform technologies to solve challenging environmental problems like PFAS contamination, advanced water and wastewater treatment, industrial odor and VOC control, air quality control, and infection control. Having conducted over thirteen years of extensive research and development, BioLargo holds a wide array of issued patents, maintains a robust pipeline of products, and provides full-service environmental engineering. We invent or acquire novel technologies and develop them to maturity through our operating subsidiaries using cutting-edge scientific and engineering methodologies. With a keen emphasis on partnerships with academic, government, and commercial organizations and associations, BioLargo has proven itself with over 80 awarded grants and numerous pilot projects. We monetize through direct sales, recurring service contracts, licensing agreements, strategic joint venture formation and/or the sale of the IP.
The past few months was marked by important advancements in the commercialization of our innovative cleantech products and a notable financial performance improvement of our engineering subsidiary, which far surpassed its previous quarterly and monthly revenue records. We launched the first phase of the commercial roll-out of our PFAS water treatment business, the commercial testing of contaminated water provided by prospective clients as part of our “PFAS Testing Program”. As part of our Garratt-Callahan partnership, we designed and manufactured the first unit of a new water treatment technology based on their patented process that is expected to result in first sales in Q1 of 2022. We launched a new partnership for a consumer pet odor product with a group of experienced marketing professionals which is now in its test-marketing phase with its first television commercials now on the air. Finally, our AOS technology pilot project at the wastewater treatment plant near Montreal confirmed that our technology is faster and more energy efficient at removing micropollutants from real wastewater than other technologies. In this section, we’ll discuss each of these milestones in detail.
Formula for Success: Technology, Talent and Purpose
Technology
BioLargo has continually advanced its robust portfolio of technologies since the first acquisition of early iterations of the BioLargo technology in the spring of 2007. Our innovations have primarily been developed through our internal resources, and some through acquisition. These include patents, patents pending, and trade secrets that include solutions for:
| ● |
Water decontamination, including: |
| o |
Removal of per- and poly-fluoroalkyl substances (PFAS) from drinking and ground water |
| o |
Micropollutant destruction and removal |
| o |
Legionella detection and water treatment solutions |
| ● |
Air quality controls and systems including odor and VOC control |
| ● |
Mineral processing |
| ● |
Infection control |
| ● |
Wound management |
| ● |
Regenerative tissue therapy |
| ● |
Disinfection |
Talent
We have steadily grown our team to 27 team members and numerous other part-time consultants, including highly qualified PhDs, engineers, MDs and medical professionals, construction professionals, field service technicians, innovators, sales marketing specialists, entrepreneurial and executive leadership.
Purpose
Our mission to make life better drives us to serve others with integrity, knowledge, technology, and solutions that protect the environment, improve quality of life, and protect lives. All our technologies were developed from the ground-up to be sustainable, practical solutions to significant global challenges. We are unique in our ability to tailor our offerings to serve our customers with proven expertise, proven technology and, if needed, we often have the ability to develop new technical solutions to meet our customer’s needs.
Development of AEC to Combat PFAS Crisis
Our engineers at BLEST have developed a novel water treatment system, called the AEC (Aqueous Electrostatic Concentrator), that removes per- and poly-fluoroalkyl substances (PFAS) from water at a fraction of the cost of the most commonly used solutions (carbon filtration and reverse osmosis). PFAS chemicals can cause cancer, infertility, asthma, and other health problems, are present in a vast range of manufactured goods, common household products (e.g., cleaning products, cookware), and electronics, and contaminate drinking water in unsafe levels all over the globe. PFAS water contamination is a significant problem worldwide. In the United States, PFAS chemicals have been estimated to be present in the blood of 98% of the population and have been linked to a plethora of health problems including high cholesterol, liver dysfunction, immune disorders, and various cancers. Thousands of communities so far in the U.S. have been proven to be affected by PFAS water contamination. In Orange County, California, where our corporate offices are located, more than 40 drinking water wells have been taken out of service due to PFAS contamination, and county officials estimate that treating the wells using existing technologies will cost more than $200 million in capital costs and more than $400 million in maintenance and operating costs, with a total cost over 30 years of more than $1 billion. Operational costs include the cost to dispose of PFAS-laden filters, filtration media, or ion exchange media. Our technology significantly reduces these costs, as it concentrates the PFAS chemicals onto special membranes, resulting in lower disposal costs because our technology generates approximately 1/1000 the amount of PFAS-laden waste by weight.
In July we announced our multi-phased commercial approach to treat PFAS contaminated water with our AEC water treatment system: (1) off-site treatment of client supplied water, (2) on-site pilot treatment at client location, and (3) full-scale operation. In the first step, we will receive contaminated water from a potential client, evaluate the properties of the water in order to ensure optimization of our equipment, treat the water with the AEC, and then send the water to an independent laboratory for analysis to confirm the PFAS molecules have been removed in accordance with Federal, State or client specifications. The first phase serves as a “proof of concept” to give the client confidence in moving to the next phase – installation of on-site pilot-level equipment to remove PFAS contaminates in real-world client setting. Once piloting is complete, BioLargo would offer customized commercial-scale systems to each client.
Testing of water provided by our first prospective PFAS treatment client, a large municipality in Southern California, has proven that BioLargo’s PFAS treatment technology can remove all PFAS compounds of regulatory interest to below State and Federal standards while operating under acceptable parameters of flow rate and energy consumption. BioLargo engineers are conducting further testing to optimize operation of the AEC with the prospective client’s water to meet the client’s internal targets for final PFAS concentration. Testing of water from a second prospective client, an agency of the Federal government, is expected to begin next week. Testing of water from both of these clients was delayed due to logistical challenges including shipping delays out of our control.
Governments and industry are actively seeking less expensive and/or more effective technologies and processes to eliminate PFAS from groundwater and drinking water. The U.S. Environmental Protection Agency (“EPA”) has made finding an economical solution a priority, announcing in February 2021 final regulatory determinations on the safe maximum levels of PFAS in drinking water, paving the way for regulating the chemicals through the Safe Drinking Water Act and creating a regulatory environment where municipalities will be required to install technologies that help remove PFAS from their drinking water supplies prior to distribution. In March 2021, a bipartisan group in the House of Representatives introduced a bill to regulate PFAS titled the PFAS Action Act of 2021; on July 21, 2021, the House passed the bill and sent it to the Senate for consideration. As passed by the House, the proposed legislation would establish a national drinking water standard for select PFAS chemicals under the Safe Drinking Water Act, limit industrial discharges under the Clean Water Act, and provide $200 million annually to assist water utilities and treatment facilities to remove PFAS chemicals from their water. The bill would also restrict incineration of PFAS-containing wastes under the Clean Air Act, which could significantly limit the use of the most common treatment strategy: carbon filtration followed by carbon incineration. When PFAS-laden carbon is incinerated, not only does it produce vast volumes of greenhouse gases such as carbon dioxide, but evidence suggests volatile fluorochemicals like carbon tetrafluoride, hexafluoroethane, and hydrogen fluoride are released into the air which may have serious human health impacts on adjacent communities. Our technology can be disposed of ways other than incineration, and when it is incinerated, it is incinerated in a fraction of the volume of carbon filtration equivalents.
In October of 2021, the EPA released its PFAS Strategic Roadmap, outlining the agency’s multifaceted strategy to regulate and remediate PFAS over the next three years and beyond. As part of their roadmap, the EPA announced their intent to regulate certain PFAS compounds as hazardous substances regulated under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), an action that would 1) make PFAS-contaminated sites eligible for Superfund funding, and 2) create more stringent disposal and handling requirements for PFAS compounds and PFAS-laden waste, such as that produced by certain water treatment technologies in the process of treatment. BioLargo anticipates that this action will have a beneficial effect on the relative value proposition of our technology, which produces less PFAS-laden waste than other technologies.
There are three main markets for PFAS water treatment in the U.S., each of which we intend to address in the coming years. The first is municipal water treatment – that is water which needs treatment for PFAS before it can be distributed to the public or water that must be treated from a wastewater treatment plant. Southern California, Michigan and Wisconsin may be hotbeds for this market, as the states have adopted stringent regulations on PFAS limits in drinking water and wastewater, and significant initiatives have begun to implement systems to address the problem. The second market is military bases, where the use of PFAS-containing fire-fighting foam has contaminated the soil and groundwater. These sites are numerous and have significant groundwater and soil contamination problems which regulators are likely to require remediation for in the coming years. The third market is treatment for water intake or outfalls of industrial facilities that use PFAS compounds in manufacturing and other industrial processes. Our first pilot projects are in municipal water treatment. As our engineers are already providing environmental engineering services on U.S. Air Force bases, we believe that work may lead to sales in that arena. While the AEC is designed to efficiently remove and collect PFAS to allow for efficient disposal, our engineers have also conceived of a number of techniques to provide efficient destruction of concentrated PFAS and the membrane collection systems involved in the AEC system. Estimates for the size of the overall PFAS water treatment market vary wildly, due largely to the fact that it is an emerging market, but some estimates place its size over the next ten years between $3 billion per year and $80 billion per year.
ONM Environmental - Industrial Odor and VOC Solutions
ONM Environmental, Inc. is BioLargo’s subsidiary that delivers robust and comprehensive products and services to control and mitigate odor and volatile organic compounds (“VOCs”) emitted from a variety of industrial activities, including landfills and other waste handling facilities. Its flagship product, CupriDyne® Clean, reduces and eliminates tough odors and VOCs in various industrial settings. CupriDyne Clean is delivered through misting systems, sprayers, water trucks and similar water delivery systems designed, manufactured and installed by ONM. We believe the product is the number-one performing odor-control product in the market, and that it offers substantial savings to our customers compared with competing products. In response to customer demand for expanded services, ONM Environmental now holds General, Electrical, Plumbing and Low Voltage contractor licenses issued by the California Contractors State License Board, and offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries. These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems).
We have been and expect to continue selling product to the largest solid waste handling companies in the country, with a significant portion of chemistry product sales resulting from national purchasing agreements (NPAs) with large waste handling companies. We also have a number of potential partners actively engaged in commercial trials around the globe and we are actively in discussion with a number of groups to leverage our commercial focus through distribution partnerships.
In the past quarter, ONM Environmental was awarded an exclusive three-year supply contract with a large municipality in Southern California for the delivery of CupriDyne Clean, which will provide a steady source of chemistry supply revenue for the company over the next three years.
ONM Environmental offers a deodorizing and sanitizing technology, called EcoMist®, that is installed directly onto waste collection vehicles and automatically sprays odor control products and/or sanitizer into refuse bins or dumpsters during the waste collection process. EcoMist® is an “out-of-the-box” product, allowing customers to install the system themselves, and will thus not require a significant investment in logistics and servicing to support sales. ONM Environmental is focusing on selling the product to its current customers and garbage truck manufacturers.
Consumer Products
Ikigai Holdings, LLC, which was founded by accomplished industry executives from the consumer-packaged goods industry who have executed successful launches of at least five blockbuster products, has licensed and begun testing a television commercial it developed for a CupriDyne-based household pet odor removal product and a laundry additive for pet related odors under brand name “Pooph”. It will evaluate testing results, and has advised us that if its test marketing phase is successful, will launch the product with the goal to sell to the major retailers in the United States (e.g., Walmart, Target, etc.). Ikigai has represented that subject to the successful launch of these two initial products additional products would be considered. Ikigai has reported that in its first week of test marketing that Ikigai was seeing “very promising results”, and that the next few weeks would be critical in evaluating their expectations of volume and velocity, two critical metrics to support expanded investment.
South Korean Joint Venture
On February 12, 2020, we executed a “Joint Venture Framework Agreement” with a leading wastewater treatment solution provider based in South Korea (BKT Co. Ltd., “BKT”), to create a South Korean entity that would manufacture odor and VOC control products based on our CupriDyne Clean products. We own 40% of the joint venture. Although the joint venture established manufacturing and is marketing the product, the pandemic significantly impacted the expected growth of the company. In late 2020, the joint venture (under the name Odin) established corporate offices at the Korea Water Cluster, which is a new world-renowned water innovation campus located in Daegu, South Korea, a center for industrial innovation in Asia. The move positions Odin well to interface with other innovators in the water treatment sector as well as with industry leaders who may need Odin’s products for air quality control.
Full Service Environmental Engineering
Our subsidiary BioLargo Engineering, Science & Technologies, LLC (“BLEST”) offers full service environmental engineering to third parties and provides engineering support services to our internal teams to accelerate the commercialization of our technologies. Its website is found at www.BioLargoEngineering.com.
BLEST focuses its efforts in three areas:
| ● |
providing engineering services to third-party clients |
| ● |
supporting internal product development and business units’ services to customers (e.g., the AOS); and |
| ● |
advancing their own technical innovations such as the AEC PFAS treatment technology |
The subsidiary is located in Oak Ridge (a suburb of Knoxville, Tennessee), and employs seven scientists and engineers who collectively worked together for almost 30 years and experience in diverse engineering fields. The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm. The other team members are also former employees of CB&I and Shaw. The team is highly experienced across multiple industries and they are considered experts in their respective fields, including chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management & testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design & permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities. The engineering team also has developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed, from time to time.
In association with Garratt-Callahan, a national industrial water treatment company, BLEST is developing a “minimal liquid discharge” wastewater treatment system based on Garratt-Callahan proprietary technology that would industrial wastewater discharge and therefore reduce wastewater discharge fees for customers. Garratt-Callahan plans to begin selling the new systems in early 2022. BLEST will serve as the manufacturing partner and Garratt Callahan will serve as the selling distributor to leverage their national sales force and over one hundred years of providing services and products to customers. In recent weeks, BioLargo’s engineers have just finished building the first full-scale prototype of this new technology and will soon be testing it with water provided by two Garratt-Callahan customers.
In the second quarter of 2021, BLEST was notified of several important contract awards of significance that have the potential to increase the company’s operating cash flow and support the subsidiary’s role of commercializing BioLargo’s patented technologies. The new contract wins are for work with 1) a resin manufacturing facility, 2) a dairy farm, 3) a new project at Picatinny Arsenal, one of the company’s long-time customers, 4) a potato processing plant, and 5) a US Air Force base, adding to the other seven bases already served by the company. Together, the new contracts are worth more than $1.2 million in revenue. To-date, BLEST has completed over half of the work for these projects, with one of the larger projects having been delayed several months, now expected to complete in early to mid-2022. These contracts contributed significantly to BLEST’s quarter-over-quarter revenue growth of 92% and its record monthly revenue in October 2021.
New Technology – Mineral Extraction
BLEST developed a proprietary and patent-pending process to extract valuable minerals from certain types of industrial waste. A substantial long-term project for a particular client is in the planning stages, and we are working to facilitate the organization of this project as engineer/operator. We believe our technology may have application to other similarly situated industrial waste sites. At this time, we have not dedicated budget or resources to pursue such opportunities.
BioLargo Water and the Advanced Oxidation System – AOS
BioLargo Water is our wholly owned subsidiary located in Edmonton, Alberta, Canada, that developed and is attempting to commercialize our Advanced Oxidation water treatment system (AOS). The AOS is our patented water treatment device that generates highly oxidative and energetic species of iodine and other molecules which allow it to rapidly and effectively eliminate pathogenic organisms and organic contaminants as water passes through the device. The key value proposition of the AOS is its ability to reduce or eliminate a wide variety of waterborne contaminants with high performance while using very little electricity and input chemicals. This is made possible by the highly oxidative iodine compounds and reactive oxygen species generated within the AOS reactor as well as the unique and proprietary physical constitution and geometry of the reactor. Our proof-of-concept studies and on-site pilot projects have generated results that project the AOS will be more cost- and energy-efficient than commonly used advanced water treatment technologies such as UV, electro-chlorination, and ozonation. Furthermore, our technology has been proven capable of removing hard-to-treat organic micropollutants such as pharmaceuticals from water more quickly and energy-efficiently than other technologies. Together, these characteristics make the AOS an economical and versatile tool to enable wastewater treatment and reuse in the face of emerging water contaminants and increasing regulatory scrutiny on industrial wastewater discharge.
BioLargo’s AOS water treatment technology has completed several pre-commercial demonstration pilots, including one at a poultry farm in Alberta, one at a microbrewery in Southern California, and another in Southern California where stormwater was treated by the AOS. It has an ongoing pilot near Montreal to treat municipal wastewater. It is our belief that once these pre-commercial pilots have concluded with the AOS, our ability to entice major water industry players to partner with BioLargo Water to accelerate market adoption of the AOS will be increased dramatically. The company plans to secure agreements for commercial trials with suitable early-adopter industrial and agricultural wastewater treatment customers in 2021 and 2022 as part of its plan to directly market the technology for its first revenue-generating projects. Given the successful validation of the pre-commercial trial work, we had planned to begin our first commercial trial at the Sunworks Farm, in Alberta Canada, but due to circumstances beyond our control, the project will not move forward. Our team in Canada is already in discussions with other potential early-adopters in the agriculture space, and provincial grant funding which was committed to the Sunworks farm project has been allowed to be allocated toward a different prospective customer site.
Capabilities and characteristics of the BioLargo AOS have been published in peer-reviewed academic papers. In early 2021, the laboratory of Dr. Greg Goss, one of the company’s academic partners, published a paper about the technology’s ability to effectively remove micropollutants from wastewater and abrogate the negative biological effects of those micropollutants on aquatic life. The paper concluded that he AOS is “a promising and environmentally friendly technology for wastewater treatment, remediation, and management”. In June of 2021, the laboratory of Dr. Kimura-Hara published a paper about the safety of water treated by the AOS, specifically with regards to the low levels of disinfection by-products (DBPs) generated by the technology. The paper concluded that the levels of DBPs generated by the AOS were comparable to those found in ordinary tap water. Another recent and important peer-reviewed scientific paper was published confirming that AOS generates highly energetic iodine molecules, establishing the foundational scientific principles about why the AOS is a powerful, efficient, and novel water treatment technology. The company is actively working to publish additional peer-reviewed scientific papers, as these are crucial tools in marketing emerging water treatment technologies and aid decision-makers at customer and partner organizations in recognizing the technical and scientific merits of the technology relative to incumbents in the field.
Municipal Wastewater Treatment Pilot - Montreal
Our commercial-scale AOS demonstration pilot (run in partnership with acclaimed water experts at the Centre des Technologies de L’Eau (CTE)) at a municipal wastewater treatment plant near Montreal, Quebec, is ongoing and providing important data that shows the AOS is removing five target pharmaceuticals from the wastewater faster and using less electricity than existing technologies. Micropollutants are a class of water contaminants that traditional water treatment technologies struggle to remove from water, and which are the subject of increasing regulatory and public concern around the world. Management believes the ability to remove micropollutants from wastewater quickly and with energy efficiency will make the AOS an attractive product for municipal wastewater treatment customers.
Clyra Medical Technologies
Clyra Medical Technologies, Inc. is our partially owned subsidiary creating medical products based on our technology. It is launching a product to be used by surgeons generally, with a first target market aimed toward orthopedic surgeons for use as a wound irrigation solution and to help manage patient care and outcomes. During the last quarter Clyra successfully secured its first hospital customer for its product. Its other product designs are on hold until such time as it is able to secure the capital and resources to complete any final development and support additional inventory, technical support and sales for these products.
Other Developing Relationships
We signed a "memorandum of understanding" with Aquaco Resources, Inc., a newly formed water company with a mission to provide agricultural property owners with a property action plan to reduce the risks of drought and climate change by managing water with water reserves and reuse and discharge compliance. The memorandum of understanding contemplates the sale of BioLargo products and engineering services to future Aquaco customers.
Results of Operations
We operate our business in distinct business segments:
| ● |
ONM Environmental, which manufactures and sells our odor and VOC control products and services, including our flagship product, CupriDyne Clean; |
| ● |
BLEST, our professional engineering services division supporting our internal business units and serving outside clients on a fee for service and/or project bid basis; |
| ● |
BioLargo Water, our Canadian division that has been historically pure research and development, and is now transitioning to focus on commercializing our AOS system; |
| ● |
Clyra Medical, our partially owned subsidiary focused on the medical device industry; and |
| ● |
Our corporate operations, which support the operating segments with legal, accounting, human resources, and other services. |
Our revenue increased for the three and nine months ended September 30, 2021 by 7% and 15% to $712,000 and $1,743,000 respectively, as compared to the prior year periods.
Due primarily to an 88% decrease in interest expense as a result of payment and conversion to equity of debt instruments in the past twelve months, our net loss for the three and nine months ended September 30, 2021, decreased by 40% and 34% to $1,435,000 and $5,103,000 respectively, as compared to the prior year periods.
ONM Environmental
Our wholly owned subsidiary ONM Environmental generated revenues through sales of its flagship product CupriDyne Clean, and by providing design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities.
Revenue (ONM Environmental)
ONM Environmental’s revenue increased for the three and nine months ended September 30, 2021 by 18% and 11% as compared to the prior year periods. Substantially all of its revenue is from sales of CupriDyne Clean products and related system installations. The COVID-19 pandemic continues to impact sales, as it remains more difficult to meet face-to-face with potential clients, and, as the pandemic continues to disrupt operations of businesses in general, landfill and refuse transfer station operators are less concerned about odor emissions than they were pre-pandemic. We do not know if these trends will continue. During 2021, ONM Environmental has invested considerable time and resources working with a number of distributors and resellers in preparation of the launch of consumer products. ONM has and continues to earn a reputation for quality and service for its construction, misting system design, installation and service capabilities resulting in an expanding opportunity to work by and through existing engineering services companies throughout the waste handling and public works industries.
Cost of Goods Sold (ONM Environmental)
ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of salaries and expenses related to the manufacturing of our products. As a percentage of revenue, ONM Environmental’s costs of goods was 48% and 50% in the three and nine months ended September 30, 2021, versus 36% and 39% in the same periods in 2020. The increase in cost of goods was due to new government-sector clients and jobs on which we are required to pay higher (so-called “prevailing”) wages to our employees resulting in increased labor charges, and the shift in sales of CupriDyne Clean to services related to the installation of CupriDyne Clean delivery systems, which has lower margins.
Net Loss (ONM Environmental)
For the three and nine months ended September 30, 2021, ONM Environmental generated $420,000 and $1,058,000 in revenue, a gross margin of $222,000 and $532,000, and had total costs and expenses of $294,000 and $887,000, which included a reduction in SG&A of $109,000 from the nine months ended September 30, 2020 due to a reduction in salaries. This resulted in a net loss of $72,000 and $355,000, respectively.
For the nine months ended September 30, 2020, ONM generated $952,000 in revenue, a gross margin of $565,000, total costs and expenses of $996,000, and a tax credit of $10,000, resulting in a net loss of $421,000. For the three months ended September 30, 2020, ONM generated $356,000 in revenue, a gross margin of $228,000, had total costs and expenses of $371,000, and a tax credit of $2,000, resulting in a net loss of $142,000.
BLEST (engineering division)
Revenue (BLEST)
Our engineering segment (BLEST) generated $281,000 and $553,000 of revenues from third party clients in the three and nine months ended September 30, 2021, versus $113,000 and $436,000 in revenue in comparable periods in 2020. BLEST revenues reported on our consolidated statement of operations do not include work performed on internal BioLargo projects, such as its further engineering and development of the AOS water filtration system, development of the AEC to combat the PFAS crisis (see “Development of AEC to Combat PFAS Crisis” above), and other new innovations which are largely attributable to research and development expense. The increase in third party revenues is due the addition of new contracts. With a current backlog of work, BLEST will need to hire more staff to meet the expanding demands on its staff. These efforts are underway presently.
Cost of Goods (Services) Sold (BLEST)
BLEST’s cost of services includes employee labor as well as subcontracted labor costs. In the three and nine months ended September 30, 2021, its cost of services were 56% and 67% of its revenues, versus 72% and 78% cost of services in comparable periods in 2020. These fluctuations are a result of increases in efficiencies related to flat-fee contracts.
Net Loss (BLEST)
For the three and nine months ended September 30, 2021, BLEST generated $281,000 and $555,000 in revenue from third party clients, with a gross margin of $125,000 and $187,000, and had total costs and expenses of $261,000 and $700,000, resulting in a net loss of $136,000 and $513,000.
For the nine months ended September 30, 2020, BLEST generated $436,000 in revenue, a gross margin of $94,000, and had total costs and expenses of $572,000, resulting in a net loss of $478,000. It is important to note that BLEST’s net loss would be reduced significantly or eliminated if it were an outside contract-for-hire company getting paid for services to our water company or our industrial odor and VOC control operating unit or their R &D activities to BioLargo.
Other Income
Our wholly owned Canadian subsidiary has been awarded more than 80 research grants over the years from various Canadian public and private agencies, including the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP), the National Science and Engineering Research Council of Canada (NSERC), and the Metropolitan Water District of Southern California’s Innovative Conservation Program “ICP”. The research grants received are considered reimbursement grants related to costs we incur and therefore are included as Other Income. We continued to win grants and it is important to note that amounts paid directly to third parties are not included as income in our financial statements.
Although we are continuing to apply for government and industry grants, and indications from the various grant agencies is highly encouraging, we cannot be certain of continuing those successes in the future.
Selling, General and Administrative Expense – consolidated
Our SG&A expenses include both cash expenses and non-cash expenses (including non-cash stock option compensation expenses). Our SG&A expenses decreased by 24% ($466,000) and 11% ($579,000) in the three and nine months ended September 30, 2021, compared to the same periods in 2020. Our non-cash expenses totaled $1,831,000 in the nine months ended September 30, 2021, compared to $4,013,000 in the nine months ended September 30, 2020. Our employees, vendors and consultants chose to receive a greater number of stock and stock options in lieu of cash owed, a pandemic bonus was issued in stock options and as part of an employee retention program in 2020. The largest components of our SG&A expenses included (in thousands):
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| September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
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| Salaries and payroll related |
$ | 552 | $ | 786 | $ | 1,912 | $ | 2,061 | ||||||||
| Professional fees |
149 | 125 | 500 | 597 | ||||||||||||
| Consulting |
189 | 449 | 805 | 1,134 | ||||||||||||
| Office expense |
311 | 350 | 900 | 750 | ||||||||||||
| Sales and marketing |
96 | 114 | 255 | 250 | ||||||||||||
| Investor relations |
100 | 35 | 196 | 139 | ||||||||||||
| Board of director expense |
64 | 68 | 198 | 198 | ||||||||||||
The salaries and payroll related decrease is consistent with reduced stock option grants to employees. Consulting expense decreased as we have reduced the use of consultants to identify business opportunities and we have stopped selling the Clyraguard product. The reduction in professional fees is largely due to the reduced use of outside legal counsel and other service providers.
Research and Development
In the three months and nine months ended September 30, 2021, we spent $344,000 and $1,027,000 in the research and development of our technologies and products. This was consistent with the comparable periods in 2020.
Interest expense
Our interest expense for the three and nine months ended September 30, 2021, was $26,000 and $208,000, a decrease of 90% compared with the same periods of 2020. Our interest expense includes interest from outstanding debt as well as the issuance of and modification of convertible promissory notes. Since March 31, 2020, we converted or paid almost $5,000,000 of debt. As such, we continue to expect our interest expense to be significantly lower in each quarterly period of the year ending December 31, 2021, as compared with the same periods in 2020.
Loss on extinguishment of debt
In the three months ended September 30, 2020, we recorded a loss on extinguishment of debt related to the extension of a due date for convertible note payable. In exchange for the due date extension, we reduced the note conversion price from $0.17 to $0.14 and extended the expiration date of warrants held by the note holder by one and two years. The fair value of these concessions resulted in a fair value totaling $228,000, which was recorded as loss on extinguishment.
In the three months ended March 31, 2020, we recorded a loss on extinguishment of debt related to transactions with current vendor and employees where Clyra Medical is unable to pay obligations in cash. In lieu of cash, the vendors and employees accepted options to purchase shares of Clyra stock. The fair value of those options exceeded the debt that was converted by $214,000.
Net Loss
Net loss for the three and nine months ended September 30, 2021, was $1,435,000 and $5,103,000, a loss of $0.01 and $0.02 per share, compared to a net loss for the three and nine months ended September 30, 2020, of $2,390,000 and $7,707,000, a loss of $0.01 and $0.04 per share. The 40% and 30% decrease in net loss is due primarily to a reduction in interest expense. As noted in above (see “Interest Expense”), the reduction of interest expense is directly related to our reduction of the use of debt instruments to finance our working capital requirements.
The net loss per business segment is as follows (in thousands):
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| September 30, 2021 |
September 30, 2020 |
September 30, 2021 |
September 30, 2020 |
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| BioLargo corporate |
(851 | ) | (1,374 | ) | (2,813 | ) | (4,954 | ) | ||||||||
| ONM |
(72 | ) | (142 | ) | (355 | ) | (421 | ) | ||||||||
| Clyra Medical |
(239 | ) | (528 | ) | (1,011 | ) | (1,493 | ) | ||||||||
| BLEST |
(136 | ) | (298 | ) | (513 | ) | (465 | ) | ||||||||
| BioLargo Water |
(137 | ) | (48 | ) | (411 | ) | (374 | ) | ||||||||
| Net loss |
(1,435 | ) | (2,390 | ) | (5,103 | ) | (7,707 | ) | ||||||||
Liquidity and Capital Resources
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 nine months ended September 30, 2021, we had a net loss of $5,103,000, used $2,962,000 cash in operations, and at September 30, 2021, we had a working capital deficit of $604,000, and current assets of $1,911,000. During the nine months ended September 30, 2021, we generated revenues of $1,743,000 through our operational subsidiaries. (See Note 11.) Our subsidiaries did not individually or in the aggregate generate profits sufficient to fund their operations, or contribute to our corporate operations. As our gross profits are not sufficient to fund our current level of operations, we will have to obtain further investment capital to continue to fund operations, such as through our purchase agreement with Lincoln Park Capital. (See Note 3.) We have been, and anticipate that we will continue to be, limited in terms of our capital resources.
As of September 30, 2021, our cash and cash equivalents totaled $1,098,000. During the nine months ended September 30, 2021 we made cash payments to retire debt obligations totaling $856,000 (see Note 4 and Note 9 (“Inventory Line of Credit”)). Our total debt as of September 30, 2021 was $1,717,000. Of that amount, $1,203,000 is owed by our partially owned subsidiary Clyra Medical Technologies, Inc. (“Clyra”) as follows: (i) a note with a maturity date that automatically extends each June (see Note 9, “Note Payable (Scion)”), and (ii) a line of credit totaling $196,000, due in June 2023. Our remaining $514,000 of debt includes (i) $314,000 of loans issued as part of the Small Business Administration’s (“SBA”) Paycheck Protection Program (for which we have applied for forgiveness), (ii) a $150,000 loan accruing interest at 3.75% annually from the SBA’s Economic Injury Disaster Loan program that is payable over 30 years beginning August 2022, and (iii) a $50,000 convertible note due in March 2023, net of discount.
During the nine months ended September 30, 2021, we received $3,545,000 in proceeds from sales of our common stock to Lincoln Park and $575,000 from stock sales from our 2020 Unit Offering (see Note 3). The cash 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 rely on our current arrangement with Lincoln Park to fund our working capital requirements, we would 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 compensation, and we anticipate that we will continue to be able to do so in the future. In the nine months ended September 30, 2021, our CEO and CSO accepted stock in lieu of $43,000 in unpaid salary, and other employees, vendors and consultants accepted stock and options in lieu of $408,000 owed to them. Our CFO has also agreed to receive options to purchase our common stock in lieu of cash, (see Note 5, “Chief Financial Officer Extension”) as compensation for his services. Each has indicated a willingness to do so in the future.
We operate our business in five distinct business segments. Each of these segments obtains cash to fund operations in unique ways. ONM and BLEST generate cash by selling products and services. Clyra Medical obtains cash from the sales of products (one of which is now discontinued), and third-party investments of sales of its common stock. BioLargo Water generates cash through government research grants and tax credits; our corporate operations currently generate cash through private offerings of stock, debt instruments, and warrants, and then provides supplemental capital to support to our various business segments as they advance their technologies, products and commercial efforts.
Critical Accounting Policies
Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of offerings of debt with equity or derivative features which include the valuation of the warrant component, any beneficial conversion feature and potential derivative treatment, and share-based payments. We base our estimates on anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.
Note 2, “Summary of Significant Accounting Policies” in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2020 Form 10-K, and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the 2020 Form 10-K, describe the significant accounting policies and methods used in the preparation of the Company’s consolidated financial statements. There have been no material changes to the Company’s critical accounting policies and estimates since the 2020 Form 10-K.
Item 4. Controls and Procedures
We conducted an evaluation, under the supervision and with the participation of management, including our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended – the “Exchange Act”) as of the end of the period covered by this Report. There were no changes in our internal control over financial reporting during the quarter ended September 30, 2021, which were identified in connection with management’s evaluation required by paragraph (d) of Rules 13a-15 and 15d-15 under the Exchange Act, that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Our procedures have been designed to ensure that the information relating to our company, including our consolidated subsidiaries, required to be disclosed in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow for timely decisions regarding required disclosure. However, our Company is continuing to grow and evolve, as our product and services sales continues to grow, and as we diversify our clients to include municipalities, increasing strain on our accounting systems. These activities put stress on our overall controls and procedures. As our operations do not yet generate enough cash to fund operations, and we rely on financing activities to maintain our level of operations and fund our anticipated growth, we do not yet have the ability to implement the more sophisticated control systems used by larger companies. Although we have made some improvements, our chief executive officer and chief financial officer have concluded that, as of the evaluation date, our disclosure controls and procedures were not effective, due to the material weakness identified below.
It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Under the supervision and with the participation of our management, including our chief executive officer and the chief financial officer, we have established internal control procedures in accordance with the guidelines established in the 2013 Framework —Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Management evaluated the effectiveness of our internal controls, and concluded that due to our limited financial and personal resources, the fact that we operate our business in three distinct locations in the U.S. and Canada, and the lack of sophisticated reporting systems, we continue to have a material weakness in our internal controls with respect to the closing our financial statements. Until the Company has the financial resources to implement more robust automated systems, or to hire additional dedicated accounting personal, we expect this material weakness to continue.
Our management, including our chief executive officer and chief financial officer, does not expect that our disclosure controls or our internal control over financial reporting, or any system we design or implement in the future, will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
OTHER INFORMATION
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following is a report of the sales of unregistered securities during the period covered by this report not previously reported in an annual report on Form 10-K, a Quarterly Report on Form 10-Q, or a Current Report on Form 8-K.
During the three months ended September 30, 2021, pursuant to an offering commenced in May 2020 (the “2020 Unit Offering”), we sold 388,889 shares of our common stock and received $70,000 in gross and net proceeds from four accredited investors. In addition to the shares, we issued the investor nine-month and a five-year warrants to purchase each 388,889 additional shares.
On September 30, 2021, we issued 172,059 shares of our common stock, and options to purchase 17,647 shares of our common stock, at $0.17 per share in lieu of $31,000 of accrued and unpaid obligations to consultants.
All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.
On March 30, 2020, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which the Company has the right to sell to Lincoln Park up to $10,250,000 in shares of the Company’s common stock, $0.00067 par value per share (the “Common Stock”), over the 36-month term of the Purchase Agreement, subject to certain limitations and conditions set forth in the Purchase Agreement.
Concurrently with the execution of the Purchase Agreement on March 30, 2020, we entered into a registration rights agreement (the “Registration Rights Agreement”) with Lincoln Park pursuant to which the Company agreed, among other things, to file a registration statement with the SEC to register for sale under the Securities Act of 1933, as amended (the “Act”), the shares of common stock that may be issued and sold to Lincoln Park from time to time under the Purchase Agreement. We filed a registration statement on Form S-1 with the SEC, which was deemed effective on April 21, 2020.
Lincoln Park agreed to make an initial purchase of $250,000 of shares for $0.14 per share. That purchase was completed March 31, 2020.
The Purchase Agreement provides that, commencing on the date that a registration statement is declared effective by the SEC and a final prospectus in connection therewith is filed and the other terms and conditions of the Purchase Agreement are satisfied from time to time on any trading day the Company selects, the Company has the right, in its sole discretion, subject to the conditions and limitations in the Purchase Agreement, to direct Lincoln Park to purchase up to 100,000 shares of Common Stock (each such purchase, a “Regular Purchase”) over the 36-month term of the Purchase Agreement, provided that at least one trading day has passed since the last Regular Purchase. The purchase price of shares of Common Stock pursuant to the Purchase Agreement will be based on the prevailing market price at the time of sale as set forth in the Purchase Agreement. There are no trading volume requirements or restrictions under the Purchase Agreement. Lincoln Park’s obligation under each Regular Purchase shall not exceed $500,000. There is no upper limit on the price per share that Lincoln Park must pay for Common Stock under the Purchase Agreement.
In addition to regular purchases, as described above, the Company may also direct Lincoln Park to purchase additional amounts as accelerated purchases. In all instances, the Company may not sell shares of its Common Stock to Lincoln Park under the Purchase Agreement if it would result in Lincoln Park beneficially owning more than 4.99% of the Common Stock.
Lincoln Park represented to the Company, among other things, that it was an “accredited investor” (as such term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended), and the Company sold the securities in reliance upon exemptions from the registration requirements of United States federal and state securities laws.
The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, agreements and conditions to completing future sale transactions, indemnification rights and obligations of the parties. The Company has the right to terminate the Purchase Agreement at any time, at no cost or penalty. During any “event of default” under the Purchase Agreement, all of which are outside of Lincoln Park’s control, Lincoln Park does not have the right to terminate the Purchase Agreement; however, the Company may not initiate any regular or other purchase of shares by Lincoln Park, until such event of default is cured. There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition on entering into any “Variable Rate Transaction,” as defined in the Purchase Agreement.
Actual sales of shares of Common Stock to Lincoln Park under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations. As set forth in the Purchase Agreement, in consideration for entering in the Purchase Agreement, the Company has agreed to issue to Lincoln Park 1,785,715 shares of Common Stock. The Company will not receive any cash proceeds from the issuance of these shares.
The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which the Company sells shares of its stock to Lincoln Park. The Company expects that any proceeds received by the Company from such sales to Lincoln Park will be used for working capital and general corporate purposes.
During the nine months ended September 30, 2021 and 2020, we sold 21,444,128 and 3,198,358 shares, respectively, to Lincoln Park, and received $3,545,000 and $1,461,000, respectively, in gross and net proceeds. Subsequent to September 30, 2021, we continue to draw on the Purchase Agreement for working capital from time to time.
See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.
* Filed herewith
** Furnished herewith
† Management contract or compensatory plan, contract or arrangement
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 thereunto duly authorized.
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BIOLARGO, INC. |
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| Date: November 15, 2021 |
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/s/ DENNIS P. CALVERT |
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Dennis P. Calvert |
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Chief Executive Officer |
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| Date: November 15, 2021 | By: | /s/ CHARLES K. DARGAN, II | |
| Chief Financial Officer | |||