8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2024

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

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

14921 Chestnut St., Westminster, California	92683
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (888) 400-2863

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLGO	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01 Regulation FD Disclosure.

BioLargo, Inc., intends to present the slides attached as Exhibit 99.1, which are incorporated herein by reference, on May 14, 2024, 2:30 PM Pacific Time, at a webcast investor conference. BioLargo, Inc., published the press released attached as Exhibit 99.2, which is incorporated by this reference, on May 14, 2024.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibits 99.1 and 99.2 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the slide presentation attached as Exhibit 99.1 and in the press release attached as Exhibit 99.2 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the information under the heading “Safe Harbor Act” in Exhibit 99.1 attached hereto.

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
99.1	Slide deck presentation
99.2	Press release
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2024	BIOLARGO, INC.
	By:	/s/ Dennis P. Calvert
		Dennis P. Calvert
		President and Chief Executive Officer

EX-99.1

Exhibit 99.1

EX-99.2

Exhibit 99.2

BioLargo Generates Positive Operating Cash Flow on Record Quarterly Revenues for First Quarter of 2024

Westminster, CA – May 14, 2024 – BioLargo, Inc. (OTCQB:BLGO), a company that creates and commercializes sustainable technologies to solve tough environmental and cleantech challenges, announced that the company generated $481,000 operating cash flow with record quarterly revenues of $4,760,000 for the three months ended March 31, 2024. The company filed its quarterly report on Form 10-Q with full financial results, available at www.biolargo.com/sec-filings.

BioLargo will hold an investor webcast on Tuesday May 14, 2024, at 2:30 pm Pacific Time, at the following link, open to the public: https://www.webcaster4.com/Webcast/Page/2448/50622

BioLargo’s President and CEO Dennis P. Calvert discussed the results of the quarter, “We’ve had several years in a row of exceptional revenue growth, and as a result generated positive cashflow from operations this past quarter. Our goal, of course, is positive net income, and results like these bring us closer to achieving that goal.”

He continued, “BioLargo is executing on a winning formula: a team of highly qualified people dedicated to inventing, proving, and partnering to capitalize on a diversified portfolio of transformative technologies with the potential to create real change in the world.”

Financial highlights from the first quarter of 2024

● Companywide revenue for the three months ended March 31, 2024, grew to $4,760,000, a 9% increase over the fourth quarter of 2023 and a 28% increase over the first quarter of 2023.

● The company generated positive cash from operating activities (cashflow) of $481,000, compared with negative $2,000 in the fourth quarter of 2023.

● The company’s net stockholder’s equity increased from $4.2 million to $5.1 million.

● Net loss was $775,000, a 32% decrease compared to the previous quarter and a 57% increase compared to the same period of 2023. Net loss included $623,000 in non-cash equity compensation expenses.

Business highlights from the first quarter of 2024:

● Launched water equipment subsidiary to capitalize on opportunities in PFAS and water treatment.

● Appointed key industry leaders to board of water equipment subsidiary: Sally Gutierrez, former U.S. EPA Senior Advisor for Water; Jeffrey Kightlinger, recognized water industry leader; and Larry Dick, former Vice Chairman of the board of Metropolitan Water District of Orange County.

● The U.S. EPA finalized two important sets of regulations on PFAS that will influence the growth of the PFAS treatment market and may disproportionately favor our PFAS treatment technology because of its high efficacy against all types of PFAS and its low rate of production of solid PFAS-laden waste as a treatment byproduct.

● Clyra is making substantial investments for scaled-up distribution of its Bioclynse line of products and contracting with third parties for FDA-compliant product manufacturing.

About BioLargo, Inc.

BioLargo, Inc. (OTCQB:BLGO) is a cleantech and life sciences innovator and engineering services solution provider. Our core products address PFAS contamination, achieve advanced water and wastewater treatment, control odor and VOCs, improve air quality, enable energy-efficiency and safe on-site energy storage, and control infections and infectious disease. Our approach is to invent or acquire novel technologies, develop them into product offerings, and extend their commercial reach through licensing and channel partnerships to maximize their impact. See our website at www.BioLargo.com.

Contact Information

Dennis P. Calvert

President and CEO, BioLargo, Inc.

888-400-2863

Safe Harbor Act

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include without limitation those about BioLargo’s (the “Company”) expectations regarding anticipated revenue; and plans for future operations. These statements involve risks and uncertainties, and actual results may differ materially from any future results expressed or implied by the forward-looking statements. Risks and uncertainties include without limitation: the effect of regional economic conditions on the Company’s business, including effects on purchasing decisions by consumers and businesses; the ability of the Company to compete in markets that are highly competitive and subject to rapid technological change; the ability of the Company to manage frequent introductions and transitions of products and services, including delivering to the marketplace, and stimulating customer demand for, new products, services, and technological innovations on a timely basis; the dependency of the Company on the performance of distributors of the Company’s products. More information on these risks and other potential factors that could affect the Company’s business and financial results is included in the Company’s filings with the SEC, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s most recently filed periodic reports on Form 10-K and Form 10-Q and subsequent filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.

XML

Document And Entity Information	May 14, 2024
Document Information [Line Items]
Entity, Registrant Name	BioLargo, Inc.
Document, Type	8-K
Document, Period End Date	May 14, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	000-19709
Entity, Tax Identification Number	65-0159115
Entity, Address, Address Line One	14921 Chestnut St.
Entity, Address, City or Town	Westminster
Entity, Address, State or Province	CA
Entity, Address, Postal Zip Code	92683
City Area Code	888
Local Phone Number	400-2863
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	BLGO
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000880242