Other Information
−Removed: 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.
−Removed: 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.
+Added: 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.
+Added: 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.
1 unchanged sentence
That purchase was completed March 31, 2020.
−Removed: 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.
+Added: 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 “
+Added: 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.
−Removed: Lincoln Park’s obligation under each Regular Purchase shall not exceed $500,000.
+Added: 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.
1 unchanged sentence
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.
−Removed: 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.
+Added: Lincoln Park represented to the Company, among other things, that it was an “accredited investor”
+Added: (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.
−Removed: 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;
+Added: During any “event of default”
+Added: 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.
−Removed: 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.
+Added: 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,”
+Added: 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.
3 unchanged sentences
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.
−Removed: 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.
−Removed: We intend to continue to sell stock to Lincoln Park to fund our working capital requirements from time to time.
+Added: During the six months ended June 30, 2021 and 2020, we sold 18,526,309 and 3,198,358 shares, respectively, to Lincoln Park, and received $3,015,000 and $1,461,000, respectively, in gross and net proceeds.
+Added: Subsequent to June 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.
5 unchanged sentences
Amended and Restated Certificate of Incorporation for BioLargo, Inc.
−Removed: filed March 16, 2007
+Added: filed March 16, 2007
Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018
30 unchanged sentences
Warrant issued to $50,000 Convertible Noteholder on March 1, 2020
+Added: Second Amendment dated August 12, 2019 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018
+Added: Amended and restated note issued to Vernal Bay on August 12, 2019
+Added: Second Amendment dated August 12, 2019, to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018
+Added: Amended and restated note issued to Chappy Bean on August 12, 2019
+Added: Third Amendment dated August 10, 2020 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018
+Added: Third Amendment dated August 10, 2020, to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018
+Added: Final Payoff Agreement dated May 17, 2021 to Promissory Note issued to Vernal Bay Investments, LLC on September 19, 2018
+Added: Final Payoff Agreement dated May 18, 2021 to Promissory Note issued to Chappy Bean, LLC dated September 19, 2018
License Agreement to Clyra Medical Technologies, Inc., dated December 17, 2012
12 unchanged sentences
Section 1350.
−Removed: XBRL Instance
−Removed: XBRL Taxonomy Extension Schema
−Removed: XBRL Taxonomy Extension Calculation
−Removed: XBRL Taxonomy Extension Definition
−Removed: XBRL Taxonomy Extension Labels
−Removed: XBRL Taxonomy Extension Presentation
+Added: Inline XBRL Instance
+Added: Inline XBRL Taxonomy Extension Schema
+Added: Inline XBRL Taxonomy Extension Calculation
+Added: Inline XBRL Taxonomy Extension Definition
+Added: Inline XBRL Taxonomy Extension Labels
+Added: Inline XBRL Taxonomy Extension Presentation
+Added: Cover Page Interactive Data File (Formatted as Inline XBRL and contained in Exhibit 101)
* Filed herewith
3 unchanged sentences
BIOLARGO, INC.
+Added: August 16, 2021
/s/ DENNIS P.
Chief Executive Officer
+Added: August 16, 2021
/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.