What changed in this filing

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Item 5. Other Information

2021-05-17 compared with 2020-11-16 · 44 added, 17 removed, 51 unchanged (54% of the section changed)

Other Information

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 three months ended March 31, 2021, we sold 12,455,619 shares of our common stock to Lincoln Park, and received $2,001,000 and in gross and net proceeds.

We intend to continue to sell stock to Lincoln Park to fund our working capital requirements from time to time.

See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.

14 unchanged sentences

Form of Stock Options issued in exchange for reduction in accounts payable.

Form of Note issued in Summer 2017 Offering

$50,000 convertible note, matures March 8, 2020

Convertible Promissory Note issued to Vista Capital Investments LLC dated January 7, 2019

Form of Warrant issued to One Year Note holder dated December 30, 2016

Purchase Agreement, dated as of August 25, 2017 by and between BioLargo, Inc.

and Lincoln Park Capital Fund, LLC

Promissory note issued by Clyra Medical to Scion Solutions dated September 26, 2018

1 unchanged sentence

Amendment dated March 5, 2019 to Promissory Note issued to Chappy Bean, LLC on September 19, 2018

OID twelve-month promissory note

Stock purchase warrant issued to OID twelve-month investors

$600,000 Promissory note dated August 9, 2019

Warrant to purchase 1.2 million shares issued August 9, 2019

$50,000 convertible note, matures March 8, 2020

Amendment dated August 12, 2019 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018

Amended and restated note issued to Vernal August 12, 2019

Form of convertible notes that mature April 20, 2021 (Spring 2018 Offering)

Warrant issued to Vernal August 12, 2019

Warrant issued March 2018, expiring March 2023

Form of warrant issued January 2019 to Lincoln Park, expiring January 2024

Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020

Convertible Promissory Note issued to Tangiers Global, LLC dated January 31, 2019

Stock Purchase Warrant Issued to Lincoln Park Capital on January 31, 2019

OID twelve-month promissory note

$600,000 Promissory note dated August 9, 2019

Registration Rights Agreement, dated as of March 30, 2020, by and between BioLargo, Inc.

1 unchanged sentence

Warrant issued in 2020 Unit Offering

Amendment to $50,000 Convertible Note dated March 8, 2018

Warrant issued to $50,000 Convertible Noteholder on March 1, 2020

License Agreement to Clyra Medical Technologies, Inc., dated December 17, 2012

December 30, 2015 amendment to License Agreement with Clyra Medical Technologies, Inc.

Amendment dated June 30, 2020 to License Agreement with Clyra Medical Technologies, Inc.

Consulting Agreement dated December 30, 2015 with Beach House Consulting LLC

Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683

Escrow Agreement dated September 26, 2018 regarding Clyra/Scion transaction

2020 Engagement Extension Agreement with Charles K.

January 16, 2019 Engagement Extension Agreement by and between BioLargo, Inc.

and Charles K.

2020 Engagement Extension Agreement with CFO

Purchase Agreement, dated as of March 30, 2020 by and between BioLargo, Inc.

and Lincoln Park Capital Fund, LLC.

Amendment dated June 30, 2020 to Consulting Agreement dated December 30, 2015 between Clyra Medical and Beach House Consulting LLC

Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020

2021 Engagement Extension Agreement with CFO

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

12 unchanged sentences

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.

November 16, 2020

BIOLARGO, INC.

1 unchanged sentence

Chief Executive Officer

November 16, 2020

/s/ CHARLES K.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information