BIOLARGO, INC. 10-Q

Item 5. Other Information Lincoln Park On December 13, 2022, we entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park”), pursuant to which Lincoln Park has committed to purchase up to $10.0 million of the Company’s common stock, par value $0.00067 per share (the “Common Stock”), subject to certain limitations and the satisfaction of the conditions set forth in the Purchase Agreement. (See Item 9B titled “Other Information”, and the subheading “Lincoln Park”, for additional information.) During the three months ended March 31, 2024 , we sold 766,175 shares of our common stock to Lincoln Park, and received $260,000 in gross and net proceeds. - 39 - Table of Contents Item 6. Exhibits See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference. Exhibit Index Incorporated by Reference Herein Exhibit Number Exhibit Description Form File Date 3.1 Amended and Restated Bylaws Form 10-KSB 5/23/2003 3.2 Amended and Restated Certificate of Incorporation for BioLargo, Inc. filed March 16, 2007 Form 10-KSB 5/4/2007 3.3 Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018 Pos Am 6/22/2018 3.4 Certificate of Amendment to Certificate of Incorporation, filed August 30, 2022 Form 10-Q 11/14/2022 4.1 BioLargo, Inc. 2007 Equity Incentive Plan Form 10-QSB 11/19/2007 4.2 Amendment No. 1 to BioLargo 2007 Equity Incentive Plan Def 14C (Exhibit A) 5/2/2011 4.3 Form of Stock Options issued in exchange for reduction in accounts payable. Form 10-K 3/31/2015 4.4 2018 Equity Incentive Plan Form S-8 6/22/2018 4.5 Stock Option Award Agreement under 2018 Equity Incentive Plan Form S-8 6/22/2018 4.6 Notice of Stock Option Grant under 2018 Equity Incentive Plan Form S-8 6/22/2018 4.7 Restricted Stock Unit Award Agreement under 2018 Equity Incentive Plan Form S-8 6/22/2018 4.8 Notice of Restricted Stock Unit Award under 2018 Equity Incentive Plan Form S-8 6/22/2018 - 40 - Table of Contents 4.9 Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay Form 8-K 7/7/2020 4.10 Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay Form 8-K 7/7/2020 4.11 Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020 Form 8-K 7/7/2020 4.12 Warrant issued in BioLargo Unit Offerings (through January 16, 2024) Form 10-Q 8/14/2020 4.13 Amendment to March 2018 $50,000 Convertible Note, dated March 8, 2018 Form 10-K 3/30/2021 4.14 Warrant issued to $50,000 Convertible Noteholder on March 1, 2020 Form 10-K 3/30/2021 4.15 Satisfaction of March 2018 Convertible Note, dated March 6, 2023 Form 10-K 3/31/2023 10.1 BioLargo license to Clyra Medical Technologies, Inc., dated March 1, 2024 Form 10-K April 1, 2024 10.2 Clyra Medical Technologies, Inc. license to BioLargo dated March 1, 2024 Form 10-K April 1, 2024 10.3 Form of indemnity agreement between the Company at its officers and directors Form 10-K 3/31/2023 10.4 Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683 Form 8-K 8/24/2016 10.5† Employment Agreement with Dennis P. Calvert dated May 2, 2017. Form 8-K 5/4/2017 10.6† Lock-Up Agreement with Dennis P. Calvert dated April 30, 2017 Form 8-K 5/4/2017 10.7 Commercial Office Lease Agreement for Oak Ridge Tennessee Form 8-K 9/8/2017 10.8 Form of Employment Agreement for Engineering Subsidiary Form 8-K 9/8/2017 10.9 Form of Option issued to founding employees of Engineering subsidiary (BLEST) Form 8-K 9/8/2017 10.10† Employment Agreement with Joseph L. Provenzano dated May 28, 2019 Form 8-K 6/24/2019 10.11 Purchase Agreement, dated as of December 13, 2022, by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC. Form 8-K 12/19/2022 10.12 Registration Rights Agreement, dated as of December 13, 2022, by and between BioLargo, Inc. and Lincoln Park Capital Fund, LLC Form 8-K 12/19/2022 10.13† 2023 Engagement Extension Agreement with CFO Form 8-K 3/27/2023 10.14 Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of Clyra Medical Series A Preferred Stock Form 10-Q 5/17/2023 - 41 - Table of Contents 10.15 Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of BioLargo Energy Technologies, Inc. common stock Form 10-Q 5/17/2023 31.1* 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 filed herewith 31.2* Certification of Chief Financial 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 filed herewith 32* Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 filed herewith 101.INS** Inline XBRL Instance 101.SCH** Inline XBRL Taxonomy Extension Schema 101.CAL** Inline XBRL Taxonomy Extension Calculation 101.DEF** Inline XBRL Taxonomy Extension Definition 101.LAB** Inline XBRL Taxonomy Extension Labels 101.PRE** Inline XBRL Taxonomy Extension Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and contained in Exhibit 101) * Filed herewith ** Furnished herewith † Management contract or compensatory plan, contract or arrangement 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 thereunto duly authorized. Date: May 14, 2024 BIOLARGO, INC. By: /s/ DENNIS P. CALVERT Dennis P. Calvert Chief Executive Officer Date: May 14, 2024 By: /s/ CHARLES K. DARGAN, II Chief Financial Officer - 42 -