81 unchanged sentences
BioLargo license to Clyra Medical Technologies, Inc., dated March 1, 2024
−Removed: filed herewith
Clyra Medical Technologies, Inc.
license to BioLargo dated March 1, 2024
−Removed: filed herewith
Consulting Agreement dated December 30, 2015 with Beach House Consulting LLC
22 unchanged sentences
Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of BioLargo Energy Technologies, Inc.
+Added: 2024 Engagement Extension Agreement with CFO
Code of Ethics
3 unchanged sentences
filed herewith
−Removed: Consent of Haskell & White LLP
−Removed: filed herewith
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
17 unchanged sentences
BIOLARGO, INC.
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Dennis P.
7 unchanged sentences
Chairman of the Board, Chief
−Removed: April 1, 2024
+Added: March 31, 2025
Executive Officer and President
1 unchanged sentence
Chief Financial Officer
−Removed: April 1, 2024
+Added: March 31, 2025
(principal financial officer and principal accounting officer)
1 unchanged sentence
Chief Science Officer and Director
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Joseph L.
Executive Vice President, Corporate
−Removed: April 1, 2024
+Added: March 31, 2025
Secretary and Director
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Dennis E.
−Removed: April 1, 2024
+Added: March 31, 2025
/s/ Linda Park
−Removed: April 1, 2024
+Added: March 31, 2025
/s/Christina Bray
−Removed: April 1, 2024
+Added: March 31, 2025
Christina Bray
2 unchanged sentences
HACKER JOHNSON & SMITH PA and PCAOB ID:
−Removed: Report of Independent Registered Public Accounting Firm (PCAOB name:
−Removed: HASKELL & WHITE LLP and PCAOB ID:
Consolidated Balance Sheets as of December 31, 2024 and 2023
4 unchanged sentences
Report of Independent Registered Public Accounting Firm
−Removed: To the Stockholders and the Board of Directors BioLargo, Inc.
+Added: To the Stockholders and the Board of Directors
+Added: BioLargo, Inc.
Westminster, California:
1 unchanged sentence
We have audited the accompanying consolidated balance sheets of BioLargo, Inc.
−Removed: and Subsidiaries (the "Company"), as of December 31, 2023 and the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the year then ended and the related notes (collectively referred to as the "consolidated financial statements").
−Removed: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2023, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
+Added: and Subsidiaries (the "Company"), as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, stockholders' equity and cash flows for the years then ended and the related notes (collectively referred to as the "consolidated financial statements").
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2024 and 2023, and the consolidated results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
6 unchanged sentences
These consolidated financial statements are the responsibility of the Company's management.
−Removed: Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audit.
+Added: Our responsibility is to express an opinion on the Company's consolidated financial statements based on our audits.
We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: To the Stockholders and the Board of Directors BioLargo, Inc.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
+Added: To the Stockholders and the Board of Directors
+Added: BioLargo, Inc.
+Added: We conducted our audits in accordance with the standards of the PCAOB.
+Added: Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
+Added: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
+Added: Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
+Added: Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
+Added: We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
1 unchanged sentence
The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Fair Value of Stock Options - Critical Audit Matter Description
+Added: Fair Value of Stock Options and Warrants - Critical Audit Matter Description
As more fully described in Notes 2, 5 and 10 to the consolidated financial statements, the Company issues options from both BioLargo, Inc.
as well as its partially-owned subsidiary, Clyra Medical.
−Removed: Management uses the Black-Scholes option-pricing model to estimate the fair value of its stock options.
+Added: Management uses the Black-Scholes option-pricing model to estimate the fair value of its stock options and warrants.
The Black-Scholes option-pricing model involves the use of significant estimates, including the following:
4 unchanged sentences
In addition, management discounts the estimated fair value of the Clyra Medical stock options because the partially-owned subsidiary is a private company with no secondary market for its common stock.
−Removed: Given the significant estimates involved in estimating the fair value of stock options, the related audit effort in evaluating management’s estimates in determining the fair value of stock options was extensive and required a high degree of auditor judgment.
−Removed: To the Stockholders and the Board of Directors BioLargo, Inc.
+Added: Given the significant estimates involved in estimating the fair value of stock options and warrants, the related audit effort in evaluating management’s estimates in determining the fair value of stock options and warrants was extensive and required a high degree of auditor judgment.
+Added: To the Stockholders and the Board of Directors
+Added: BioLargo, Inc.
How the Critical Audit Matter was Addressed in the Audit
−Removed: We obtained an understanding over the Company's process to estimate the fair value of stock options, including how the Company develops each of the estimates required to utilize the Black-Scholes option- pricing model.
+Added: We obtained an understanding over the Company's process to estimate the fair value of stock options and warrants, including how the Company develops each of the estimates required to utilize the Black-Scholes option- pricing model.
We applied the following audit procedures related to testing the Company's estimates utilized in the Black-Scholes option-pricing model:
−Removed: We compared the Company's risk-free interest rate used to the comparable United States Treasury yield for a term comparable to the stock options' expected term.
−Removed: We recalculated the Company's historical stock price volatility for a term comparable to the stock options' expected term.
−Removed: For Clyra Medical, we recalculated a comparable public company's historical share price volatility for a term comparable to the stock options' expected term.
+Added: We compared the Company's risk-free interest rate used to the comparable United States Treasury yield for a term comparable to the stock options' and warrants' expected term.
+Added: We recalculated the Company's historical stock price volatility for a term comparable to the stock options' and warrants' expected term.
+Added: For Clyra Medical, we recalculated a comparable public company's historical share price volatility for a term comparable to the stock options' and warrants' expected term.
We performed a look-back at the Company's previously issued dividends, noting there were none.
We inquired with management of the Company who informed us that no future dividends were currently anticipated.
−Removed: We agreed the expected term of stock options granted to employees and nonemployees to the original contractual term of the option as management deems it likely they will remain outstanding for the entire original term.
+Added: We agreed the expected term of stock options and warrants granted to employees and nonemployees to the original contractual term of the option as management deems it likely they will remain outstanding for the entire original term.
We further noted that this was consistent with historical options granted.
−Removed: In addition, we reviewed management's analysis over the fair value of the common stock price and discount that was used on the estimated fair value of the Clyra Medical stock options.
+Added: In addition, we reviewed management's analysis over the fair value of the common stock price and discount that was used on the estimated fair value of the Clyra Medical stock options and warrants.
We noted that Clyra Medical is a private company and therefore its common stock is not actively traded.
3 unchanged sentences
We further researched published articles on valuation discounts and noted that the liquidity and lack of marketability discount used by management was within a reasonable range.
−Removed: HACKER, JOHNSON & SMITH PA
+Added: /S/ HACKER, JOHNSON & SMITH PA
Tampa, Florida
We have served as the Company's auditor since 2023.
−Removed: April 1, 2024
−Removed: Report of Independent Registered Public Accounting Firm
−Removed: To the Board of Directors and Stockholders
−Removed: BioLargo, Inc.
−Removed: and Subsidiaries
−Removed: Opinion on the Financial Statements
−Removed: We have audited the accompanying consolidated balance sheet of BioLargo, Inc.
−Removed: and Subsidiaries (the “Company”) as of December 31, 2022, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the year then ended, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2022, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
−Removed: Going Concern
−Removed: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
−Removed: As discussed in Note 1 to the consolidated financial statements, the Company has experienced recurring losses, negative cash flows from operations, and has limited capital resources.
−Removed: These matters raise substantial doubt about the Company’s ability to continue as a going concern.
−Removed: Management’s plans in regard to these matters are also described in Note 1.
−Removed: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
−Removed: Basis for Opinion
−Removed: These consolidated financial statements are the responsibility of the Company’s management.
−Removed: Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.
−Removed: We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.
−Removed: federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audits in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.
−Removed: The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
−Removed: As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
−Removed: Accordingly, we express no such opinion.
−Removed: Report of Independent Registered Public Accounting Firm (continued)
−Removed: Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.
−Removed: Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
−Removed: Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
−Removed: We believe that our audit provides a reasonable basis for our opinion
−Removed: Critical Audit Matters
−Removed: The critical audit matters communicated below are matters arising from the 2022 audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.
−Removed: The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
−Removed: Fair Value of Stock Options — Refer to Notes 2, 5 and 10 to the Consolidated Financial Statements
−Removed: Critical Audit Matter Description
−Removed: The Company issues options from both BioLargo, Inc.
−Removed: as well as its partially-owned subsidiary, Clyra Medical.
−Removed: Management uses the Black-Scholes option-pricing model to estimate the fair value of its stock options.
−Removed: The Black-Scholes option-pricing model involves the use of significant estimates, including the following:
−Removed: Risk-free interest rate;
−Removed: Expected share price volatility;
−Removed: Expected dividend yield;
−Removed: Expected life of the award.
−Removed: In addition, management discounts the estimated fair value of the Clyra Medical stock options because the partially-owned subsidiary is a private company with no secondary market for its common stock.
−Removed: Given the significant estimates involved in estimating the fair value of stock options, the related audit effort in evaluating management’s estimates in determining the fair value of stock options was extensive and required a high degree of auditor judgment.
−Removed: Report of Independent Registered Public Accounting Firm (continued)
−Removed: How the Critical Audit Matter was Addressed in the Audit
−Removed: We obtained an understanding over the Company’s process to estimate the fair value of stock options, including how the Company develops each of the estimates required to utilize the Black-Scholes option-pricing model.
−Removed: We applied the following audit procedures related to testing the Company’s estimates utilized in the Black-Scholes option-pricing model:
−Removed: We compared the Company’s risk-free interest rate used to the comparable United States Treasury yield for a term comparable to the stock options’ expected term.
−Removed: We recalculated the Company’s historical share price volatility for a term comparable to the stock options’ expected term.
−Removed: For Clyra Medical, we recalculated a comparable public company’s historical share price volatility for a term comparable to the stock options’ expected term.
−Removed: We performed a look-back at the Company’s previously issued dividends, noting there were none.
−Removed: We inquired with management of the Company who informed us that no future dividends were currently anticipated.
−Removed: We agreed the expected term of stock options granted to employees and non-employees to the original contractual term of the option as management deems it likely they will remain outstanding for the entire original term.
−Removed: We further noted that this was consistent with historical options granted.
−Removed: In addition, we reviewed management’s analysis over the fair value of the common stock price and discount that was used on the estimated fair value of the Clyra Medical stock options.
−Removed: We noted that Clyra Medical is a private company and therefore its common stock is not actively traded.
−Removed: We reviewed both the common stock and preferred stock sales history of Clyra Medical, noting the last sales prices.
−Removed: Management concluded that both the illiquidity and lack of marketability warranted a discount to the estimated fair value calculated using the Black-Scholes option-pricing model.
−Removed: From our review of the common stock sales history of Clyra Medical, we noted that the infrequent common stock sales support management’s assertions of both illiquidity and lack of marketability.
−Removed: We further researched published articles on valuation discounts and noted that the liquidity and lack of marketability discount used by management was within a reasonable range.
−Removed: Impairment of Long-lived Asset – Refer to Notes 2 and 9 to the Consolidated Financial Statements
−Removed: Critical Audit Matter Description
−Removed: As reflected in the Company’s consolidated financial statements at December 31, 2022, the Company’s net carrying amount of Clyra Medical prepaid marketing is $394,000.
−Removed: As disclosed in Note 2 to the consolidated financial statements, long-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.
−Removed: As a result of these assessments, management concluded that there was an impairment to the Company’s prepaid marketing asset during the year ended December 31, 2022.
−Removed: Report of Independent Registered Public Accounting Firm (continued)
−Removed: Auditing management’s impairment test of its prepaid marketing asset was complex and highly judgmental due to the significant measurement uncertainty in determining the fair value of the prepaid marketing asset.
−Removed: In particular, the fair value estimate of the prepaid marketing asset was sensitive to changes in significant assumptions such as discount rates and revenue growth rates.
−Removed: These assumptions are affected by expected future market or economic conditions.
−Removed: How the Critical Audit Matter was Addressed in the Audit
−Removed: We obtained an understanding of the Company’s process to evaluate long-lived assets for impairment and related controls.
−Removed: We then obtained the projected revenues of Clyra Medical as well as the Company’s calculation of the expected present value of the prepaid marketing asset that were used by management to determine the fair value of the prepaid marketing asset, in accordance with ASC 350 ( Intangibles – Goodwill and Other ).
−Removed: We applied the following audit procedures related to testing the fair value of the prepaid marketing asset:
−Removed: We assessed the valuation methodologies and tested the reasonableness of significant assumptions and underlying data used by management, including forecasted revenue and discount rates.
−Removed: We agreed the triggering start date and term used in the present value calculation to the forecasted revenue and the original contractual term.
−Removed: We compared management’s summary of the fair value of the prepaid marketing asset to its carrying value, noting that the carrying value exceeded the fair value of the prepaid marketing asset.
−Removed: As such, we concurred with management that there was an impairment of its prepaid marketing asset.
−Removed: HASKELL & WHITE LLP
−Removed: We have served as the Company’s auditor from 2011 to 2023.
−Removed: Irvine, California
March 31, 2025
10 unchanged sentences
Total current assets
−Removed: Equipment and leasehold improvements, net of depreciation
+Added: Equipment and leasehold improvements
Other non-current assets
Investment in South Korean joint venture
−Removed: Right of use, operating lease, net of amortization
−Removed: Clyra Medical prepaid marketing (Note 10)
+Added: Operating lease right-of-use assets, net of amortization
+Added: Financing lease right-of-use asset
+Added: Clyra Medical note receivable
$ 10,513 $ 8,205
4 unchanged sentences
Clyra Medical accounts payable and accrued expenses
−Removed: Clyra Medical debt obligations (Note 10)
−Removed: Debt obligations, net of discount (Note 4)
−Removed: Contract liabilities
−Removed: Lease liabilities
+Added: Clyra Medical debt obligations, net of discount $80 and $0
+Added: Debt obligations
+Added: Contract liability
+Added: Operating lease liability
+Added: Finance lease liability
Total current liabilities
Long-term liabilities:
−Removed: Debt obligations, net of current (Note 4)
−Removed: Lease liability, net of current
−Removed: Clyra Medical debt obligations (Note 10)
+Added: Debt obligations, net of current
+Added: Clyra Medical debt obligations, net of current and discount $80 and $0
+Added: Operating lease liability, net of current
+Added: Finance lease liability, net of current
Total long-term liabilities
Total liabilities
−Removed: CONTINGENCIES (Note 1)
STOCKHOLDERS’ EQUITY:
Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at December 31, 2024 and December 31, 2023
−Removed: Common stock, $ 0.00067 par value, 400,000,000 shares authorized, 292,945,747 and 278,462,706 shares issued and outstanding, at December 31, 2023 and December 31, 2022
+Added: Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 301,274,243 and 292,945,747 Shares Issued, at December 31, 2024 and December 31, 2023
Additional paid-in capital
6 unchanged sentences
and subsidiaries stockholders’ equity
−Removed: Non-controlling interest (Note 9, 10 and 11)
+Added: Non-controlling interest (Note 9, 10, 11)
( 2,795 ) ( 2,642 )
12 unchanged sentences
Total revenue
+Added: 17,779 12,230
Cost of revenue
10 unchanged sentences
Total operating expenses
+Added: 12,184 10,734
Operating loss
2 unchanged sentences
PPP forgiveness
−Removed: Tax credit (expense) income
+Added: Tax credit expense
Interest expense
( 33 ) ( 91 )
−Removed: Total other income
+Added: Total other expense
( 16 ) ( 68 )
+Added: ( 4,347 ) ( 4,648 )
Net loss attributable to noncontrolling interest
5 unchanged sentences
$ ( 0.01 ) $ ( 0.01 )
−Removed: Weighted average number of shares of common stock outstanding:
+Added: Weighted average number of common shares outstanding:
298,122,239 285,956,852
2 unchanged sentences
Foreign currency translation adjustment
−Removed: ( 128 ) ( 34 )
Comprehensive loss
2 unchanged sentences
( 1,945 ) ( 1,144 )
−Removed: Comprehensive loss attributable to common stockholders
+Added: Comprehensive loss attributable to stockholders
$ ( 2,308 ) $ ( 3,632 )
9 unchanged sentences
278,462,706 $ 186 $ 148,435 $ ( 143,594 ) $ ( 149 ) $ ( 2,867 ) $ 2,011
−Removed: Sale of stock for cash
+Added: Stock for cash
12,003,517 8 2,145 — — — 2,153
−Removed: Stock issued as commitment fee
+Added: Issuance of stock for services
1,951,541 2 382 — — — 384
−Removed: Issuance of common stock for services
+Added: Stock Share Exchange - VB
527,983 — — — — — —
−Removed: Stock option exercise
+Added: Warrant Interest
— — 30 — — — 30
−Removed: Stock option expense
+Added: Stock option compensation expense
— — 1,864 — — — 1,864
−Removed: Noncontrolling interest allocation
+Added: Stock option compensation expense Clyra
— — 260 — — — 260
−Removed: Clyra stock option expense
+Added: Clyra stock option exercise
— — 3 — — — 3
1 unchanged sentence
— — — — — 1,575 1,575
+Added: Clyra unit offering
— — — — — 35 35
−Removed: Foreign currency translation
+Added: Clyra dividend Series A Preferred stock
— — — — — ( 242 ) ( 242 )
+Added: BETI sales of stock
+Added: — — — — — 905 905
+Added: Noncontrolling interest allocation
+Added: — — 904 — — ( 904 ) —
+Added: Net loss for the period
+Added: — — — ( 3,504 ) — ( 1,144 ) ( 4,648 )
+Added: Foreign translation adjustment
+Added: — — — — ( 128 ) — ( 128 )
Balance, December 31, 2023
292,945,747 $ 196 $ 154,023 $ ( 147,098 ) $ ( 277 ) $ ( 2,642 ) $ 4,202
−Removed: Stock for cash
+Added: Stock for cash, net offering costs of $ 85
2,614,895 2 592 — — — 594
−Removed: Stock for service
+Added: Issuance of stock for services
1,107,594 1 283 — — — 284
−Removed: Stock share exchange - VB
+Added: Issuance of common stock in exchange for BETI shares
378,788 — — — — — —
−Removed: Warrant Interest
+Added: Warrant exercise
3,278,337 3 753 — — — 756
−Removed: Stock option expense
+Added: Stock option compensation expense
— — 1,535 — — — 1,535
−Removed: Clyra stock option expense
+Added: Stock option exercise
948,882 — 153 — — — 153
−Removed: Clyra stock option exercise
+Added: Stock option compensation expense Clyra
— — — — — 528 528
−Removed: Clyra preferred stock offering
+Added: Stock for service Clyra
— — — — — 132 132
−Removed: Clyra common unit offering
+Added: Clyra dividend Series A Preferred stock
— — — — — ( 345 ) ( 345 )
−Removed: Clyra Preferred Series A dividend
+Added: Clyra warrant exercise
— — — — — 30 30
−Removed: BETI common stock offering
+Added: Clyra warrant fee
— — — — — 106 106
+Added: Clyra unit offering
+Added: — — — — — 2,005 2,005
+Added: Clyra conversion of note payable and interest
+Added: — — — — — 119 119
+Added: Warrants issued with Clyra note payable
+Added: — — — — — 160 160
+Added: BETI sales of stock
+Added: — — — — — 50 50
Noncontrolling interest allocation
1 unchanged sentence
— — — ( 2,402 ) — ( 1,945 ) ( 4,347 )
−Removed: Foreign currency translation
+Added: Foreign translation adjustment
— — — — 94 — 94
6 unchanged sentences
(in thousands, except for per share data)
−Removed: YEAR ENDED DECEMBER 31,
+Added: YEARS DECEMBER 31,
Cash flows from operating activities
5 unchanged sentences
Inventory reserve
−Removed: Amortization of right-of-use operating lease assets
−Removed: Interest expense related to amortization of the discount on convertible notes payable
−Removed: Fair value of warrants issued for interest
+Added: Operating lease right-of-use assets amortization
+Added: Lease liabilities, net
+Added: ( 82 ) ( 155 )
+Added: Interest expense related to amortization of the discount on note payable
+Added: Fair value of warrants issued for a fee and interest
Loss on investment in South Korean joint venture
PPP forgiveness
−Removed: Amortization and depreciation expense
+Added: Depreciation expense
Bad debt expense
3 unchanged sentences
( 177 ) ( 89 )
+Added: Prepaid expenses and other assets
Accounts payable and accrued expenses
+Added: ( 27 ) ( 67 )
Clyra accounts payable and accrued expenses
Contract liabilities
−Removed: Prepaid expenses and other assets
−Removed: Lease liability, net
Net cash used in operating activities
3 unchanged sentences
( 1,235 ) ( 478 )
+Added: Clyra note receivable
Net cash used in investing activities
2 unchanged sentences
Proceeds from sale of common stock
−Removed: Proceeds from Clyra Medical stock option exercise
Proceeds from BioLargo stock option exercise
−Removed: Proceeds from debt obligation, net
−Removed: Repayment by Clyra Medical on debt obligation
−Removed: ( 27 ) ( 26 )
+Added: Proceeds from BioLargo warrant exercise
+Added: (Repayments) proceeds from debt obligations, net
+Added: Repayment by Clyra Medical on inventory line of credit
Proceeds from sale of preferred stock in Clyra Medical
Proceeds from sale of common stock in Clyra Medical
+Added: Proceeds from Clyra Medical stock option exercise
+Added: Proceeds from Clyra Medical warrant exercise
Proceeds from Clyra Medical note payable
2 unchanged sentences
Net effect of foreign currency translation
−Removed: ( 128 ) ( 34 )
Net change in cash
−Removed: Cash and cash equivalent at beginning of year
−Removed: Cash and cash equivalent at end of year
+Added: Cash at beginning of year
+Added: Cash at end of year
$ 3,548 $ 3,539
4 unchanged sentences
Clyra preferred series A dividend
+Added: Conversion of debt into shares of BioLargo common stock
+Added: Fair value of warrants issued with Clyra Medical note payable
BioLargo debt obligations exchanged for BETI noncontrolling interest
−Removed: Fair value of common stock issued to Lincoln Park as finance fee
−Removed: Present value of new operating right of use and lease liability
+Added: Present value of new financing right of use and lease liability
Allocation of stock option expense within noncontrolling interest
−Removed: $ 904 $ 1,287
See accompanying notes to consolidated financial statements and report of Independent Registered Public Accounting Firm
12 unchanged sentences
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.
−Removed: During the year ended December 31, 2023 , we generated revenues of $ 12,230,000 through our business segments (see Note 12 ), had a net loss of $ 4,648,000 , used $ 2,365,000 cash in operations, and at December 31, 2023 , we had working capital of $ 3,652,000 , and current assets of $ 6,362,000 .
−Removed: We did not generate enough revenues or gross profits to fund our operations during the year, and thus to meet our cash obligations we (i) sold $ 995,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 3 ), (ii) sold $ 1,158,000 of our common stock and warrants to accredited investors (see Notes 3 and 6 ), (iii) sold $ 1,575,000 of Clyra Medical Series A Preferred Stock and $ 35,000 of Clyra common stock (see Note 10 ), and (iv) sold $raised $ 1,005,000 from the sale of its common stock (of that amount, $ 100,000 was invested by BioLargo, and $ 50,000 was from the conversion of BioLargo debt).
−Removed: (See Note 4 ).
−Removed: We have been, and anticipate that we will continue to be, limited in terms of our capital resources, and expect to continue to need further investment capital to fund operations.
−Removed: We intend to reinvest available cash into business operations and intend to continue to seek further investment capital for the remainder of this year.
+Added: During the year ended December 31, 2024 , we generated revenues of $ 17,779,000 , had a net loss of $ 4,347,000 , and used $ 3,206,000 cash in operations.
+Added: At December 31, 2024 , we had working capital of $ 4,489,000 , and current assets of $ 7,137,000 .
+Added: We do not believe gross profits in the year ending December 31, 2025 will be sufficient to fund our current level of operations.
We have been, and anticipate that we will continue to be, limited in terms of our capital resources.
−Removed: If we are unable to rely on our current arrangement with Lincoln Park to fund our working capital requirements, we will 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.
+Added: As of December 31, 2024 , our cash and cash equivalents totaled $ 3,548,000 , and our total liabilities included $ 1,079,000 in debt obligations, of which $ 838,000 were owed by Clyra Medical.
+Added: Of this remaining amount, $ 552,000 is due within one year.
+Added: Therefore, we intend to continue to raise investment capital through the sale of our securities and the securities of our subsidiaries.
+Added: To meet our cash obligations during the year-ended December 31, 2024 , we (i) sold $ 260,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 3 ), (ii) sold $ 334,000 of our common stock and warrants to accredited investors (see Notes 3 and 6 ), (iii) sold $ 2,005,000 , of Clyra Medical common stock (see Note 10 ), and (iv) sold $ 50,000 of BETI common stock (see Note 9 ).
+Added: To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash and anticipate that we will continue to be able to do so in the future.
The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to raise funds through stock sales to Lincoln Park or other private financings, and in the long term, our ability to attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies.
10 unchanged sentences
and BioLargo Development Corp., organized under the laws of the State of California in 2016.
−Removed: Additionally, we own 96 % (see Note 9 ) of BioLargo Energy Solutions Technologies, Inc.
+Added: Additionally, we own 96 % (see Note 9 ) of BioLargo Energy Technologies, Inc.
("BETI") organized under the laws of the State of California in 2019, 52 % (see Note 10 ) of Clyra Medical Technologies, Inc.
−Removed: (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in 2012 and redomiciled to Delaware in 2023, and 82 % (see Note 11 ) of BioLargo Engineering Science and Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017.
+Added: (“Clyra” or “Clyra Medical”), organized under the laws of the State of California in 2012 and redomiciled to Delaware in 2023, and 74 % (see Note 11 ) of BioLargo Engineering Science & Technologies, LLC (“BLEST”), organized under the laws of the State of Tennessee in 2017.
We consolidate the financial statements of our partially owned subsidiaries (see Note 2, subheading “Principles of Consolidation”).
11 unchanged sentences
We do not anticipate non-performance by our financial institution.
−Removed: As of December 31, 2023 and 2022 , our cash balances were made up of the following (in thousands):
−Removed: December 31, 2023
−Removed: December 31, 2022
+Added: Our cash balances were made up of the following (in thousands):
BioLargo, Inc.
4 unchanged sentences
Accounts Receivable
−Removed: In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016 - 13, which sets out the principles for the recognition of measurement of credit losses on financial instruments, including trade receivables.
−Removed: The standard eliminates the probable initial recognition threshold and requires an entity to reflect its current estimate of all expected credit losses.
−Removed: The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected.
−Removed: The new standard was effective for the Company beginning January 1, 2023 and primarily impacted accounts receivable.
Accounts receivable are customer obligations that are unconditional.
−Removed: Accounts receivable are presented net of an allowance for doubtful accounts for expected credit losses, which represents an estimate of amounts that may not be collectible.
+Added: Accounts receivable are presented net of an allowance for credit losses for expected credit losses, which represents an estimate of amounts that may not be collectible.
The Company performs ongoing credit evaluations of its customers and, if necessary, provides an allowance for expected credit losses.
−Removed: A credit less expenses for expected credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment, and the Company’s historical experience.
+Added: A credit loss expense for expected credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment, and the Company’s historical experience.
Expected credit losses are recorded to general and administrative expenses.
1 unchanged sentence
The Company does not have any off-balance-sheet credit exposure related to customers.
−Removed: As of December 31, 2023, and December 31, 2022, the allowance for expected credit losses was $ 84,000 and $ 12,000 , respectively.
−Removed: During the year ended December 31, 2023, the Company wrote off as bad debt expense $ 85,000 .
+Added: As of December 31, 2024 and 2023 , the allowance for expected credit losses was $ 97,000 and $ 84,000 , respectively.
+Added: During the years ended December 31, 2024 , and 2023, the Company recorded bad debt expense totaling $ 13,000 and $ 85,000 , respectively.
+Added: Allowance for Credit Losses
+Added: The Company recognizes an expected allowance for credit losses with respect to its accounts receivable.
+Added: In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded.
+Added: This estimate is calculated on a pooled basis where similar risk characteristics exist.
+Added: Accounts receivable are evaluated individually when they do not share similar risk characteristics which could exist in circumstances where amounts are considered at risk or uncollectible This estimate is adjusted for management's assessment of current conditions, reasonable and supportable forecasts regarding future events, and any other factors deemed relevant by the Company.
+Added: The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses.
+Added: The Company writes off receivables when there is information that indicates the debtor is facing significant financial difficulty and there is no possibility of recovery.
+Added: If any recoveries are made from any accounts previously written off, they will be recognized in earnings or an offset to credit loss expense in the year of recovery, in accordance with the entity's accounting policy election.
+Added: There were no write-offs of accounts receivable during the years ending December 31, 2024 and 2023.
BIOLARGO, INC.
3 unchanged sentences
We have a limited number of customers that account for significant portions of our revenue.
−Removed: During the year ended December 31, 2023 , there was one customer that accounted for more than 10 % of consolidated revenues, and during the year ended December 31, 2022 , there were two customers that each accounted for more than 10 % of consolidated revenues, as follows:
−Removed: December 31, 2023
−Removed: December 31, 2022
+Added: During the years ended December 31, 2024 and 2023 there was one customer that accounted for more than 10 % of consolidated revenues, as follows:
We had one customer that accounted for more than 10 % of consolidated accounts receivable at December 31, 2024 and 2023 , as follows:
−Removed: December 31, 2023
−Removed: December 31, 2022
Inventories are stated at the lower of cost or net realizable value using the average cost method.
−Removed: The allowance for obsolete inventory as of December 31, 2023 and 2022 was $ 212,000 and $ 158,000 , respectively.
+Added: There was no allowance for obsolete inventory as of December 31, 2024 and 2023 .
Inventories consisted of (in thousands):
−Removed: December 31, 2023
−Removed: December 31, 2022
Finished goods
Other Non-Current Assets
−Removed: Other non-current assets consisted of (i) security deposits related to our business offices, (ii) three patents acquired on October 22, 2021 , for $ 34,000 , of which $ 13,000 was paid in cash and the remaining $ 21,000 was paid through the issuance of 125,000 shares of common stock at $ 0.17 per share.
−Removed: The tax credit receivable in 2022 is from the Canadian government related to a research and development credit from our Canadian subsidiary for which we’ve applied for and received in prior periods.
−Removed: This tax credit in 2022 was reversed in 2023, as it was determined during 2023, that our Canadian subsidiary would not be eligible for the credit as it did not generate taxable income.
−Removed: December 31, 2023
−Removed: December 31, 2022
+Added: Other non-current assets consisted of (i) security deposits related to our business offices and leases, (ii) three patents acquired on October 22, 2021 , for $ 34,000 .
Security deposits
−Removed: Tax credit receivable
BIOLARGO, INC.
15 unchanged sentences
For the year ended December 31, 2023 , management determined that there was complete impairment of Clyra’s prepaid marketing asset (see Note 10 ).
−Removed: Impairment expense related to Clyra's prepaid marketing asset for the years ended December 31, 2023 and 2022 is $ 394,000 and $ 197,000 , respectively.
+Added: For the year ended December 31, 2023, Clyra recorded impairment expense totaling $ 394,000 .
Loss Per Share
1 unchanged sentence
Basic LPS is computed by dividing reported earnings by the weighted average shares outstanding.
−Removed: Diluted LPS is computed by adding to the weighted average shares the dilutive effect if convertible notes payable, stock options and warrants were exercised into common stock.
−Removed: For the years ended December 31, 2023 and 2022 , the denominator in the diluted LPS computation is the same as the denominator for basic LPS due to the Company’s net loss which creates an anti-dilutive effect of the convertible notes payable, warrants and stock options.
+Added: Diluted LPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock.
+Added: For the years ended December 31, 2024 and 2023 , the denominator in the diluted LPS computation is the same as the denominator for basic LPS due to the Company’s net loss which creates an anti-dilutive effect of the warrants and stock options.
+Added: Potentially dilutive securities not included in the calculation of diluted LPS attributable to common stockholders because to do so would be anti-dilutive as of December 31, 2024 and 2023, are as follows (in common stock equivalent shares):
+Added: Stock options
+Added: 64,510,448 60,047,577
+Added: 31,615,616 51,590,300
Use of Estimates
−Removed: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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 consolidated financial statements, and revenues and expenses during the year reported.
+Added: The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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 consolidated financial statements, and revenues and expenses during the year reported.
Actual results could differ from those estimates.
−Removed: Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for bad debt, asset depreciation and amortization, impairment expense, among others.
+Added: Estimates are used when accounting for stock-based transactions, debt transactions, allowance for credit losses, asset depreciation and amortization, impairment expense, 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 consolidated financial statements.
8 unchanged sentences
a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete.
−Removed: 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.
+Added: 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 pricing model.
The following methodology and assumptions were used to calculate share-based compensation for the years ended December 31, 2024 and 2023 :
6 unchanged sentences
Life in years
+Added: 10 10 10 10 10
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.
−Removed: The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S.
+Added: The risk-free interest rate used in the Black Scholes option pricing model calculation is based on the prevailing U.S.
Treasury yield as determined by the U.S.
3 unchanged sentences
The warrant is first analyzed per its terms as to whether it has derivative features or not .
−Removed: 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 consolidated balance sheets.
+Added: 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 pricing model and recorded as a liability on the consolidated balance sheets.
The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).
10 unchanged sentences
Revenue Recognition
−Removed: We account for revenue in accordance with ASC 606 , “Revenue from Contacts with Customers”.
+Added: We account for revenue in accordance with Accounting Standards Codification ("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.
18 unchanged sentences
The Company has outstanding contract liability obligations of $ 0 and $ 303,000 as of December 31, 2024 and 2023 , respectively.
−Removed: The outstanding balance will be recognized per the terms of the contracts.
−Removed: Our Canadian subsidiary had a customer deposit outstanding at December 31, 2023, and 2022, totaling $113,000 , that was awarded as part of a grant for a particular project that has been delayed.
+Added: The outstanding balance was recognized per the terms of the contracts.
+Added: In 2024 our Canadian subsidiary had a customer deposit outstanding at December 31, 2024 and 2023 , totaling $ 76,000 and $ 113,000 , that was awarded as part of a grant for a particular project that has been delayed.
ONM Environmental had a customer deposit outstanding at December 31, 2024 and 2023 , totaling $ 14,000 and $ 4,000 , related to customer purchase orders not yet fulfilled.
45 unchanged sentences
A lease is classified as an operating lease if it does not meet any of these criteria.
−Removed: We have no leases classified as finance leases.
+Added: We have one lease classified as finance leases.
For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized.
12 unchanged sentences
The effect of short-term leases on our right-of-use asset and lease liability was not material.
−Removed: As of December 31, 2023 and 2022, the right-of-use assets totaled $ 1,092,000 , and $ 867,000 , respectively.
−Removed: As of December 31, 2023 and 2022, the lease liability totaled $ 1,109,000 and $ 870,000 , respectively, on our consolidated balance sheets related to our operating leases.
+Added: As of December 31, 2024 and 2023 , the operating lease right-of-use assets totaled $ 992,000 , and $ 1,092,000 , respectively.
+Added: As of December 31, 2024 and 2023 , the operating lease liability totaled $ 1,027,000 and $ 1,109,000 , respectively, on our consolidated balance sheets related to our leases.
+Added: The finance lease is related to Clyra.
+Added: As of December 31, 2024, the finance right-of-use asset for Clyra totaled $ 451,000 and the finance lease liability totaled $ 448,000 (see Note 10 ).
+Added: Equipment and leasehold improvements
Equipment and leasehold improvements is stated at cost less accumulated depreciation.
3 unchanged sentences
For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in income for the period.
+Added: Equipment and leasehold improvements as of December 31, 2024 and 2023 is as follows (in thousands):
+Added: $ 1,678 $ 453
+Added: Leasehold improvements
+Added: Total, at cost
+Added: accumulated depreciation
+Added: ( 462 ) ( 363 )
+Added: Total equipment and leasehold improvements, net
+Added: $ 1,742 $ 662
Noncontrolling Interest
4 unchanged sentences
In accordance with ASC 810 - 10 - 20, “Noncontrolling Interests” BioLargo consolidates three non-wholly owned subsidiaries - Clyra, BLEST and BETI.
−Removed: Noncontrolling interest of Clyra represents 47 % as of December 31, 2023 and 2022.
+Added: Noncontrolling interest of Clyra represents 48 % and 47 % as of December 31, 2024 and 2023 .
Noncontrolling interest of BLEST represents 26 % and 23 % as of December 31, 2024 and 2023 , respectively.
−Removed: Noncontrolling interest of BETI represents 4 % as of December 31, 2023.
−Removed: BETI started operations in 2023.
+Added: Noncontrolling interest of BETI represents 4 % as of December 31, 2024 and 2023 .
Recent Accounting Pronouncements
−Removed: In November 2023, the FASB issued ASU 2023 - 07, Segment Reporting (Topic 280 ), Improvements to Reportable Segment Disclosures.
−Removed: The main provisions are:
−Removed: Require that a public entity disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss (collectively referred to as the “significant expense principle”).
−Removed: Require that a public entity disclose, on an annual and interim basis, an amount for other segment items by reportable segment and a description of its composition.
−Removed: The other segment items category is the difference between segment revenue less the segment expenses disclosed under the significant expense principle and each reported measure of segment profit or loss.
−Removed: Require that a public entity provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods.
−Removed: Clarify that if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, a public entity may report one or more of those additional measures of segment profit
−Removed: Require that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
−Removed: Require that a public entity that has a single reportable segment provide all the disclosures required by the amendments in this Update and all existing segment disclosures in Topic 280.
−Removed: This Update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
−Removed: Management has evaluated the update and has adopted it for the year ended December 31, 2023 and future reporting periods.
−Removed: This adoption had no significant impact on our consolidated financial statements.
−Removed: Management has made the additional disclosures in our segment note (see Note 12 ), required by this ASU.
+Added: In November 2023, the Financial Accounting Standards Board (“FASB”) issued an update that, among other things, requires public entities to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, provide an amount for other segment items by reportable segment and provide all segment disclosures required on an annual basis in interim periods.
+Added: Additionally, the update requires entities to disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
+Added: This was effective January 1, 2024, and interim periods within fiscal years beginning after December 15, 2024.
+Added: Retrospective application is required.
+Added: BioLargo adopted this update effective December 31, 2024.
+Added: In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023 - 09, “Improvements to Income Tax Disclosures.” ASU 2023 - 09 requires disclosure of specific categories in the income tax rate reconciliation and requires additional information for reconciling items that meet a quantitative threshold.
+Added: The standard requires an annual disclosure of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.
+Added: The standard is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.
+Added: The Company does not expect the adoption of the standard to have a material impact on its disclosures.
+Added: In November 2024, the FASB issued ASU 2024 - 03, “Expense Disaggregation Disclosures.” ASU 2024 - 03 requires disclosure to disaggregate prescribed expenses within relevant income statement captions.
+Added: The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The Company is evaluating the impact of the changes to its existing disclosures.
+Added: BIOLARGO, INC.
+Added: AND SUBSIDIARIES
+Added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Sale of Stock for Cash
6 unchanged sentences
This registration statement was declared effective on January 19, 2023.
−Removed: Pursuant to the 2022 LPC Purchase Agreement, we issued 1,250,000 shares to Lincoln Park as a commitment fee, valued at $ 240,000 and recorded as additional-paid-in-capital on our consolidated statement of stockholders' equity.
During the years ended December 31, 2024 and 2023 , we sold 766,175 and 3,833,230 shares of our common stock to Lincoln Park, and received $ 260,000 and $ 995,000 , respectively, in gross and net proceeds.
+Added: Of the sales in the year ended December 31, 2024, all were in the first calendar quarter.
Unit Offerings
−Removed: During the year ended December 31, 2023, and 2022 we sold 8,170,287 and 13,568,524 shares of our common stock and received $ 1,158,000 and $2,364,000, respectively, in gross and net proceeds from accredited investors.
+Added: During the year ended December 31, 2024 we sold 1,848,720 shares of our common stock and received $ 419,000 and $ 334,000 in gross and net proceeds from accredited investors.
+Added: During the year ended December 31, 2023, we sold 8,170,287 share of our common stock and received $ 1,158,000 in gross and net proceeds.
In addition to the shares, we issued each investor a six -month and a five -year warrant to purchase additional shares.
(See Note 6, “Warrants Issued in Unit Offering”.)
−Removed: BIOLARGO, INC.
−Removed: AND SUBSIDIARIES
−Removed: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Debt Obligations
4 unchanged sentences
Vehicle loan, current portion
−Removed: Convertible note payable, matures March 1, 2023
SBA EIDL Loan, matures July 2053, current portion
−Removed: Debt discount, net of amortization
Total current portion of debt
Long-term debt:
−Removed: SBA Paycheck Protection Program loans, matures May 2025
Vehicle loan, matures March 2029
+Added: SBA Paycheck Protection Program loans, matures May 2025
SBA EIDL Loan, matures July 2053
Total long-term debt, net of current
−Removed: For the years ended December 31, 2023 and 2022 , we recorded $ 91,000 and $ 53,000 of interest expense related to the amortization of discounts on convertible notes payable and coupon interest from our convertible notes and lines of credit.
+Added: For the years ended December 31, 2024 and 2023 , we recorded $ 66,000 and $ 91,000 of interest expense related to the coupon interest from our convertible notes and lines of credit.
+Added: Interest expense for the year ended December 31, 2024, was offset by $ 33,000 of interest income.
BIOLARGO, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
+Added: On February 7, 2023, we entered a loan agreement with Bank of America for the purchase of a commercial vehicle used in operations totaling $ 80,000 , at 5.29 % annual interest which matures March 7, 2029.
+Added: The loan agreement requires monthly payments of $ 1,000 .
+Added: As of December 31, 2024, and 2023, the balance of this loan totaled $ 54,000 and $ 68,000 .
Convertible note payable, matures March 1, 2023
4 unchanged sentences
On February 7, 2022, we received notice that the SBA had forgiven $ 174,000 of the ONM Environmental $ 217,000 Paycheck Protection Program (PPP) loan.
−Removed: As of December 31, 2023, the outstanding balance on this loan totals $ 43,000 .
−Removed: The partial forgiveness decision has been appealed, and during such time, loan payments are deferred.
+Added: As of December 31, 2024, and 2023, the outstanding balance on this loan totaled $ 43,000 .
On May 12, 2022, we received notice that the SBA had denied the forgiveness application of BLEST’s $ 97,000 PPP loan.
−Removed: We successfully appealed that decision, and are awaiting formal notification from the SBA of its reversal and full forgiveness of the loan.
−Removed: The maturity date of this loan was officially extended on our request to May 2025.
+Added: We successfully appealed that decision and on June 28, 2024 , we received notice that the SBA had forgiven the balance of the BLEST Paycheck Protection Program (PPP) loan.
In July 2020, ONM Environmental received an Economic Injury Disaster Loan from the SBA in the amount of $ 150,000 .
The note has a 3.75 % annual interest rate, requires monthly payments of $ 700 , and matures July 2053.
+Added: As of December 31, 2024 and 2023, the balance of this loan totaled $ 144,000 and $ 147,000 .
Share-Based Compensation
4 unchanged sentences
The unpaid salary is converted on the last day of each quarter as follows:
+Added: on December 31, 2024 , an officer agreed to convert $ 4,000 of accrued and unpaid salary into 16,579 shares of our common stock at $ 0.19 per share;
+Added: on September 30, 2024, an officer agreed to convert an aggregate $ 9,000 of accrued and unpaid salary into 41,087 shares of our common stock at $ 0.23 per share.
+Added: There were no shares of our common stock issued in exchange for unpaid salary during the three months ended June 30, 2024, or March 31, 2024.
+Added: During the year ended December 31, 2023, certain of our officers agreed to convert an aggregate $ 48,000 of accrued and unpaid salary into 292,029 shares of our common stock.
+Added: The unpaid salary is converted on the last day of each quarter as follows:
on December 31, 2023, we issued 123,178 shares of our common stock at $ 0.17 per share;
2 unchanged sentences
on March 31, 2023, we issued 30,747 shares of our common stock at $ 0.20 per share.
−Removed: During the year ended December 31, 2022, certain of our officers agreed to convert an aggregate $ 120,000 of accrued and unpaid salary into 532,225 shares of our common stock.
−Removed: The unpaid salary is converted on the last day of each quarter as follows:
−Removed: on September 30, 2022, we issued 268,330 shares of our common stock at $0.27;
−Removed: on June 30, 2022, we issued 263,895 shares of our common stock at $ 0.18 per share.
BIOLARGO, INC.
2 unchanged sentences
Payment of Consultant Fees
−Removed: During 2023, certain of our consultants agreed to convert an aggregate $ 336,000 accrued and unpaid obligations into 1,659,512 shares of our common stock.
+Added: During the year ended December 31, 2024 , certain of our consultants agreed to convert an aggregate $ 271,000 accrued and unpaid obligations to consultants and vendors into 1,049,928 shares of our common stock.
The unpaid obligations were converted on the last day of each quarter as follows:
+Added: on December 31, 2024, we issued 94,126 shares of our common stock at $ 0.19 per share in lieu of $ 18,000 of accrued and unpaid obligations;
+Added: on September 30, 2024, we issued 219,816 shares of our common stock at $ 0.23 per share in lieu of $ 54,000 of accrued and unpaid obligations;
+Added: on June 30, 2024, we issued 446,989 shares of our common stock at $ 0.26 per share in lieu of $ 116,000 of accrued and unpaid obligations;
+Added: on March 31, 2024, we issued 288,997 shares of our common stock at $ 0.35 per share in lieu of $ 83,000 of accrued and unpaid obligations.
+Added: During the year ended December 31, 2023, certain of our consultants agreed to convert an aggregate $ 336,000 accrued and unpaid obligations into 1,659,512 shares of our common stock.
+Added: The unpaid obligations were converted on the last day of each quarter as follows:
on December 31, 2023, we issued 261,276 shares of our common stock at $ 0.17 per share;
2 unchanged sentences
on March 31, 2023, we issued 899,743 shares of our common stock at $ 0.20 per share.
−Removed: During 2022 , certain of our consultants agreed to convert an aggregate $ 171,000 accrued and unpaid obligations into 916,287 shares of our common stock.
−Removed: The unpaid obligations were converted on the last day of each quarter as follows:
−Removed: December 30, 2022 , we issued 642,041 shares of our common stock at $ 0.20 per share;
−Removed: on September 30, 2022 , we issued 110,498 shares of our common stock at $0.27;
−Removed: on June 30, 2022 , we issued 76,996 shares of our common stock at $0.18;
−Removed: on March 31, 2022 , we issued 86,752 shares of our common stock at $ 0.23 per share.
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.
1 unchanged sentence
During the years ended December 31, 2024 and 2023 , we recorded an aggregate $ 2,063,000 and $ 2,124,000 , respectively, in selling general and administrative expense related to the granting of stock options.
−Removed: We issued options through our 2018 Equity Incentive Plan, and outside of this plan.
+Added: We issued options through our 2024 Equity Incentive Plan, 2018 Equity Incentive Plan, and outside of these plans.
Of the aggregate amount issued during the years ended December 31, 2024 and 2023 , $ 528,000 and $ 260,000 , respectively, were issued by our subsidiary Clyra Medical (see Note 10 ).
1 unchanged sentence
On June 13, 2024, our stockholders adopted the BioLargo 2024 Equity Incentive Plan ( “2024 Plan”) as a means of providing our directors, key employees, and consultants additional incentive to provide services.
+Added: Both stock options and stock grants may be made under this plan for a period of 10 years.
+Added: It is set to expire on its terms on June 13, 2034.
+Added: Our Board of Director’s Compensation Committee administers this plan.
+Added: As plan administrator, the Compensation Committee has sole discretion to set the price of the options.
+Added: The plan authorizes the following types of awards:
+Added: (i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards.
+Added: The number of shares available to be issued under the 2024 Plan increases automatically on January 1 of each year by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.
+Added: As of December 31, 2024 , 40,000,000 shares are authorized under the plan, and 34,506,080 remain available for grant.
+Added: Activity for our stock options under the 2024 Plan during the nine months ended December 31, 2024 , is as follows:
+Added: Options outstanding
+Added: Weighted average price per share
+Added: Weighted average remaining life
+Added: Aggregate intrinsic Value (1)
+Added: Balance, December 31, 2023
+Added: 5,493,920 $ 0.23
+Added: Balance, December 31, 2024
+Added: 5,493,920 $ 0.23 9.7 $ —
+Added: ( 1,793,184 ) $ 0.22
+Added: Vested, December 31, 2024
+Added: 3,700,736 $ 0.23 9.7 $ —
+Added: ( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.19 at December 31, 2024 .
+Added: The options granted to purchase 5,493,920 shares during the year ended December 31, 2024 with an aggregate fair value of $ 1,121,000 were issued to board of directors, employees and consultants:
+Added: (i) we issued options to purchase 2,113,286 shares of our common stock to members of our board of directors for services performed, in lieu of cash;
+Added: the per share exercise price ranged between $ 0.19 and $ 0.26 and the fair value of these options totaled $ 397,000 ;
+Added: (ii) we issued options to purchase 1,683,018 shares of our common stock to employees as part of employee retention plans;
+Added: the per share exercise price ranged between $ 0.19 and $ 0.26 and the fair value of employee retention plan options totaled $ 336,000 and vest over time or based on performance metrics;
+Added: (iii) we issued options to purchase 697,616 shares of our common stock to consultants in lieu of cash for expiring options and for services performed;
+Added: the per share exercise price ranged between $ 0.24 and $ 0.26 the fair value of these options totaled $ 154,000 and (iv) we issued options to purchase 1,000,000 shares of our common stock with a per share exercise price range between $ 0.24 and $ 0.27 to our Chief Financial Officer with a fair value of $ 234,000 for expiring options and extension of agreements.
+Added: All stock option expense is recorded on our condensed consolidated statement of operations as selling, general and administrative expense.
+Added: As of December 31, 2024 , there remains $ 359,000 of stock option expense to be expensed over the next four years.
+Added: Extension of Agreement with Chief Financial Officer
+Added: On August 13, 2024, we and our Chief Financial Officer Charles K.
+Added: Dargan, II agreed to extend the term of his engagement agreement dated February 1, 2008 ( the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr.
+Added: Dargan has been and continues to serve as our Chief Financial Officer.
+Added: The Engagement Extension Agreement dated as August 13, 2024 ( the “Engagement Extension Agreement”) expires January 31, 2025 ( the “Extended Term”), at which time the agreement will automatically renew for subsequent one -year periods.
+Added: As the sole compensation for the Extended Term, Mr.
+Added: Dargan was issued an option (“Option”) to purchase 300,000 shares of the Company’s common stock (this issuance is included in the total identified in (iv) above).
+Added: The Option vests over the period of the Extended Term in monthly installments of 25,000 shares, so long as the agreement is in full force and effect.
+Added: The Option is exercisable at $ 0.24 per share, the closing price of BioLargo’s common stock on the August 13, 2024, grant date, expires ten years from the grant date, and was issued pursuant to the Company’s 2024 Equity Incentive Plan.
+Added: The Option is Mr.
+Added: Dargan’s sole compensation for the Extended Term.
+Added: As was the case in all prior terms of his engagement, there is no cash component of his compensation for the Extended Term.
+Added: 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).
+Added: 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.
+Added: Upon each renewal of the agreement, Mr.
+Added: Dargan will be issued an option to purchase 300,000 shares, at an exercise price equal to the closing price of the Company's common stock on the prior business day, vesting over one year.
+Added: 2018 Equity Incentive Plan
+Added: 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 issued under this plan for a period of 10 years.
4 unchanged sentences
(i) incentive and non-qualified stock options, (ii) restricted stock awards, (iii) stock bonus awards, (iv) stock appreciation rights, (v) restricted stock units, and (vi) performance awards.
−Removed: The total number of shares reserved and available for awards pursuant to this Plan as of the date of adoption of this 2018 Plan by the Board is 40 million shares.
−Removed: The number of shares available to be issued under the 2018 Plan increases automatically each January 1 st by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.
−Removed: As of December 31, 2023 , 50,000,000 shares are authorized under the plan.
+Added: The 2018 Plan closed in June 2024 with 9,343,614 shares unissued.
BIOLARGO, INC.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Activity for our stock options under the 2018 Plan during the year ended December 31, 2023 , and the year ended December 31, 2022 , is as follows:
−Removed: average Aggregate
−Removed: exercise price per
−Removed: remaining intrinsic
−Removed: Term value(1)
+Added: Activity for our stock options under the 2018 Plan during the years ended December 31, 2024 and 2023 , is as follows:
Balance, December 31, 2022
1 unchanged sentence
12,623,899 $ 0.17
−Removed: ( 290,243 ) $ 0.16
−Removed: ( 733,583 ) $ 0.33
Balance, December 31, 2023
1 unchanged sentence
1,547,938 $ 0.30
+Added: ( 485,000 ) $ 0.15
Balance, December 31, 2024
4 unchanged sentences
( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.19 at December 31, 2024 .
+Added: The options granted to purchase 1,547,938 shares during the year ended December 31, 2024 with an aggregate fair value of $ 418,000 were issued to board of directors, employees and consultants:
+Added: (i) we issued options to purchase 267,746 shares of our common stock to members of our board of directors for services performed, in lieu of cash;
+Added: the exercise price on the respective grant date was $ 0.35 per share and the fair value of these options totaled $85,000;
+Added: (ii) we issued options to purchase 735,351 shares of our common stock to employees as part of employee retention plans or per an employment agreement;
+Added: the exercise price on the respective grant date was between $ 0.17 and $ 0.35 per share and the fair value totaled $ 173,000 and vest over time or based on performance metrics;
+Added: and (iii) we issued options to purchase 544,841 shares of our common stock to replace expiring options;
+Added: the exercise price on the respective grant date was $ 0.35 per share and the fair value of these options totaled $ 160,000 .
+Added: All stock option expense is recorded on our condensed consolidated statement of operations as selling, general and administrative expense.
+Added: As of December 31, 2024 , there remains $ 554,000 of stock option expense to be expensed over the next three years.
The options granted to purchase 12,623,899 shares during the year ended December 31, 2023 , with an aggregate fair value of $ 2,058,000 were issued to officers, board of directors, employees and consultants:
4 unchanged sentences
the fair value of employee retention plan options totaled $ 658,000 and will vest quarterly over four years as long as they are retained as employees;
−Removed: (iv) we issued options to purchase 5,470,146 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $ 884,000 , and (v) we issued 300,000 options to our Chief Financial Officer with a fair value of $ 56,000 (see “Chief Financial Officer Contract Extension” see below).
−Removed: All stock option expense is recorded on our consolidated statements of operations as selling, general and administrative expense.
−Removed: As of December 31, 2023, there remains $ 918,000 of stock option expense to be expensed over the next 4 years.
−Removed: The options granted to purchase 6,322,233 shares during the year ended December 31, 2022, with an aggregate fair value of $ 1,329,000 were issued to officers, board of directors, employees and consultants:
−Removed: (i) we issued options to purchase 495,135 shares of our common stock at an exercise price on the respective grant date of $ 0.17 and $ 0.23 per share to our CFO and President to replace options that had expired and resulted in a fair value of $97,000;
−Removed: (ii) we issued options to purchase 1,861,456 shares of our common stock at an exercise price on the respective grant date ranging between $ 0.18 – $ 0.27 per share to members of our board of directors for services performed, in lieu of cash;
−Removed: the fair value of these options totaled $401,000;
−Removed: (iii) we issued options to purchase 2,933,901 shares of our common stock to employees as part of an employee retention plan at an exercise price on the respective date ranging between $ 0.18 – $ 0.27 per share;
−Removed: the fair value of employee retention plan options totaled $ 608,000 and will vest quarterly over four years as long as they are retained as employees;
−Removed: (iv) we issued options to purchase 731,741 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $ 155,000 , and (v) we issued 300,000 options to our Chief Financial Officer with a fair value of $ 68,000 (see “Chief Financial Officer Contract Extension” see below).
+Added: (iv) we issued options to purchase 5,470,146 shares of our common stock to consultants in lieu of cash for expiring options and per agreement totaling $ 884,000 , and (v) we issued 300,000 options to our Chief Financial Officer with a fair value of $ 56,000 (see “Chief Financial Officer Contract Extension” above).
All stock option expense is recorded on our consolidated statements of operations as selling, general and administrative expense.
−Removed: Chief Financial Officer Contract Extension
−Removed: On March 21, 2023, we and our Chief Financial Officer Charles K.
−Removed: 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.
−Removed: Dargan has been and continues to serve as the Company’s Chief Financial Officer.
−Removed: The Engagement Extension Agreement dated as of March 21, 2023 ( the “Engagement Extension Agreement”) provides for an additional one -year term to expire January 31, 2024 ( the “Extended Term”), after which Mr.
−Removed: Dargan will continue to serve as CFO, unless and until either party terminates the agreement.
−Removed: As the sole compensation for the Extended Term, Mr.
−Removed: Dargan was issued an option (“Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares reflecting an extended term of 12 months).
−Removed: The Option vests over the period of the Extended Term, with 25,000 shares having vested as of March 21, 2023, and the remaining shares to vest 25,000 shares monthly beginning March 31, 2023, and each month thereafter, so long as the agreement is in full force and effect.
−Removed: The Option is exercisable at $ 0.20 per share, the closing price of BioLargo’s common stock on the March 21, 2023, grant date, expires ten years from the grant date, and was issued pursuant to the Company’s 2018 Equity Incentive Plan.
−Removed: On March 22, 2022 , we and our Chief Financial Officer Charles K.
−Removed: 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.
−Removed: Dargan has been and continues to serve as the Company’s Chief Financial Officer.
−Removed: The Engagement Extension Agreement dated as of March 22, 2022 ( the “Engagement Extension Agreement”) provides for an additional one -year term through January 31, 2023 ( the “Extended Term”).
−Removed: As the sole compensation for the Extended Term, Mr.
−Removed: Dargan was issued an option (“Option”) to purchase 25,000 shares of the Company’s common stock for each month during the Extended Term (thus, an option to purchase 300,000 shares reflecting an extended term of 12 months).
−Removed: The Option vests over the period of the Extended Term, with 25,000 shares having vested as of March 22, 2022 , and the remaining shares to vest 25,000 shares monthly beginning March 22, 2022 , and each month thereafter, so long as the agreement is in full force and effect.
−Removed: The Option is exercisable at $ 0.24 per share, the closing price of BioLargo’s common stock on March 22, 2022 , the grant date, expires ten years from the grant date, and was issued pursuant to the Company’s 2018 Equity Incentive Plan.
BIOLARGO, INC.
9 unchanged sentences
Activity for our stock options under the 2007 Plan for the years ended December 31, 2024 and 2023 is as follows:
−Removed: average Aggregate
−Removed: exercise price
−Removed: remaining intrinsic
−Removed: term value(1)
Balance, December 31, 2022
9 unchanged sentences
Activity of our non-plan stock options issued for the years ended December 31, 2024 and 2023 is as follows:
−Removed: average Aggregate
−Removed: exercise price
−Removed: remaining intrinsic
−Removed: term value(1)
Balance, December 31, 2022
6 unchanged sentences
( 463,882 ) $ 0.17
+Added: ( 1,308,771 ) $ 0.46
Balance, December 31, 2024
4 unchanged sentences
( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.19 at December 31, 2024 .
−Removed: During the year ended December 31, 2023 , we issued options to purchase an aggregate 60,040 shares of our common stock at exercise prices ranging between $ 0.18 – $ 0.20 per share to vendors for fees for services.
+Added: During the year ended December 31, 2024 , we issued options to purchase an aggregate 85,251 shares of our common stock at exercise prices ranging between $ 0.23 and $ 0.26 per share to vendors for fees for services.
The fair value of the options issued totaled an aggregate $ 18,000 and is recorded in our selling, general and administrative expense.
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: We have certain warrants outstanding to purchase our common stock, at various prices, as described in the following table:
−Removed: average Aggregate
−Removed: remaining intrinsic
−Removed: term value (1)
+Added: We have certain warrants outstanding to purchase our common stock, at various prices, issued for the years ended December 31, 2024 and 2023 is as follows:
Balance, December 31, 2022
6 unchanged sentences
( 3,278,337 ) $ 0.23
+Added: ( 20,823,863 ) $ 0.24
Balance, December 31, 2024
1 unchanged sentence
( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.19 at December 31, 2024 .
+Added: During 2024, investors exercised warrants to purchase 3,278,337 shares of our common stock, and we received $ 756,000 in proceeds.
Warrants issued in Unit Offerings
+Added: During the year ended December 31, 2024 , pursuant to our Unit Offerings (see Note 3 ), we issued six -month stock purchase warrants to purchase an aggregate 1,849,284 shares of our common stock at prices ranging between $ 0.23 and $ 0.40 per share, and five -year stock purchase warrants to purchase an aggregate 2,278,232 shares of our common stock at prices ranging between $ 0.19 and $ 0.50 per share.
+Added: The relative fair value of the warrant component of the units sold to investors totaled $ 230,000 .
+Added: The Black-Scholes model was used to calculate relative fair value, further discounted by the beneficial conversion feature and the value of the common stock component.
During the year ended December 31, 2023 , pursuant to our Unit Offerings (see Note 3 ), we issued six -month stock purchase warrants to purchase an aggregate 8,129,687 shares of our common stock at prices at $ 0.23 per share, and five -year stock purchase warrants to purchase an aggregate 8,129,687 shares of our common stock at $ 0.29 per share.
−Removed: During the year ended December 31, 2022 , pursuant to our Unit Offering (see Note 3 ), we issued six -month stock purchase warrants to purchase an aggregate 13,568,524 shares of our common stock at prices from $ 0.19 - $ 0.26 per share, and five -year stock purchase warrants to purchase an aggregate 13,568,524 shares of our common stock at prices from $ 0.24 - $ 0.33 per share.
+Added: The relative fair value of the warrant component of the units sold to investors totaled $ 726,000 .
+Added: The Black-Scholes model was used to calculate relative fair value, further discounted by the beneficial conversion feature and the value of the common stock component.
Warrant issued in conjunction with amendment to note payable
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Fair Value – Interest Expense
+Added: Fair Value – Warrants
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.
4 unchanged sentences
Expected volatility
+Added: 64 - 87 % 56 - 95 %
Expected dividend yield
1 unchanged sentence
Expected life in years
+Added: .5 - 5 .5 - 5
The risk-free interest rate is based on U.S.
4 unchanged sentences
As of December 31, 2024 , accounts payable and accrued expenses included the following (in thousands):
−Removed: Canada BETI amounts
+Added: BioLargo Canada
Accounts payable
2 unchanged sentences
12 68 40 — — — — 120
−Removed: Accrued interest
−Removed: 25 — — — — 25
As of December 31, 2023 , accounts payable and accrued expenses included the following (in thousands):
+Added: BioLargo Canada
Accounts payable
17 unchanged sentences
federal tax rate
+Added: $ ( 913 ) ( 21.0 %) $ ( 976 ) ( 21.0 %)
Permanent differences:
3 unchanged sentences
Valuation Allowance
+Added: 253 5.8 % 941 20.2 %
Total $ — 0.0 % $ — 0.0 %
Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.
−Removed: The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are comprised of the following:
+Added: The significant components of the Company’s deferred tax assets and liabilities as of December 31, 2024 and 2023 are comprised of the following (in thousands):
Net operating loss carryforwards
+Added: $ 22,508 $ 22,255
Valuation allowance ( 22,508 ) ( 22,255 )
21 unchanged sentences
BioLargo purchased 9,000,000 shares of BETI common stock upon its formation and was initially its sole stockholder.
−Removed: During the year ended December 31, 2023, BETI sold 467,000 shares of its common stock and received $ 1,005,000 .
+Added: During the year ended December 31, 2024, BETI sold 20,000 shares of its common stock and received $ 50,000 During the year ended December 31, 2023, BETI sold 467,000 shares of its common stock and received $ 1,005,000 .
Of that amount, $ 100,000 in shares were purchased by BioLargo and $ 50,000 related to a conversion of BioLargo debt.
−Removed: (See Note 4 ).
Each investor also entered into an agreement with BioLargo whereby the investor may exchange some or all of its shares of BETI common stock into shares of BioLargo common stock, at a price equal to a 20 % discount of the volume weighted average price over the 20 trading days prior to the election to exchange.
−Removed: Elections must be made during calendar year 2024.
+Added: Elections have been made during calendar year 2024.
As of December 31, 2024 , BETI had 9,487,000 issued and outstanding shares, of which BioLargo holds 9,070,000 .
12 unchanged sentences
The obligation to provide the consulting services is dependent on Clyra generating an average of $ 250,000 in monthly sales over three consecutive months, which has not been met.
−Removed: The value of the shares issued to Beach House totaled $ 788,000 , and the obligation is recorded as a non-current asset on our consolidated balance sheet.
−Removed: During 2023, Clyra Medical's revenue did not improve, and it continues to pursue surgical wash product opportunities, Management determined as of December 31, 2023 , to impair the remaining asset balance totaling $ 394,000 .
−Removed: During 2022, in light of Clyra's small revenue and its shift of focus to a surgical wash product, Management determined to impair a portion of the prepaid marketing asset by $ 197,000 .
+Added: The value of the shares issued to Beach House totaled $ 788,000 , and the obligation was recorded as a non-current asset on our consolidated balance sheets.
+Added: During 2023, Clyra Medical's revenue did not improve, and management determined as of December 31, 2023 , to impair the remaining asset balance totaling $ 394,000 .
The impairment amount was charged to impairment expense on our consolidated statements of operations.
Debt Obligations of Clyra Medical
−Removed: Promissory Note
+Added: Promissory Notes
+Added: During the year ended December 31, 2024, Clyra issued promissory notes in the aggregate amount of $ 1,064,000 , the funds of which were used to purchase and secured by equipment for at-scale production of its wound irrigation solution products.
+Added: Of this total, $ 200,000 was issued to BioLargo and this eliminates during consolidation of intercompany transactions.
+Added: The notes bear interest at the rate of 15 % per annum, mature in two years, and require interest-only payments until maturity.
On April 8, 2022 , Clyra Medical issued a promissory note in the principal amount of $ 100,000 to an individual investor, payable April 8, 2024 , and bearing 8 % annual interest.
The note may be converted by its holder at any time prior to the maturity date, and automatically converts to stock upon (i) Clyra’s sale of $ 5,000,000 or more of its common or preferred stock, or (ii) the maturity date, at a conversion price equal to 70 % of the lowest price-per-share of shares sold to a future investor prior to the maturity date.
+Added: During July 2024, the note holder elected to convert the outstanding principal and interest totaling $ 119,000 , and in exchange received 34,126 shares of Clyra common stock.
Line of Credit
5 unchanged sentences
For the first 180 days, on a monthly basis, Clyra was required to pay 30 % of gross product sales to reduce amounts owed, and thereafter 60 % of gross sales.
−Removed: Clyra issued Vernal Bay 32,200 shares of its common stock as a commitment fee for the line of credit, valued at $ 70,000 .
A security agreement of the same date grants Vernal Bay a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code.
3 unchanged sentences
Vernal Bay elected to convert these shares into 527,983 shares of BioLargo common stock in January 2023.
−Removed: As of December 31, 2023 , the balance outstanding on this line of credit totals $ 134,000 .
−Removed: As of December 31, 2022 , the balance outstanding on this line of credit totaled $161,000.
+Added: As of December 31, 2024 and 2023 , the balance outstanding on this line of credit totaled $ 134,000 .
+Added: Clyra continues to make monthly interest payments.
+Added: Sale and leaseback of equipment
+Added: On December 4, 2024, Clyra entered into an agreement whereby it sold and leased back certain equipment to be used in the manufacturing of its wound irrigation solution.
+Added: Clyra received $ 350,000 cash and a secured promissory note in the principal amount of $ 82,000 which bears interest at 15 %, requires interest be paid monthly, and the principal balance due on December 4, 2028.
+Added: The obligations of the Note are secured by the equipment pursuant to a security agreement.
+Added: Concurrently, Clyra leased the equipment for a 49 -month term with monthly payments totaling $ 600,000 .
+Added: At the end of the lease term, Clyra has the option to purchase the equipment for $ 82,000 .
+Added: December 31, 2025
+Added: December 31, 2026
+Added: December 31, 2027
+Added: December 31, 2028
+Added: Total minimum lease payments
+Added: Less imputed interest
+Added: Total financing lease payments
Equity Transactions
1 unchanged sentence
Of that amount, BioLargo owned 5,470,921 shares, of which 165,765 were Series A Preferred shares.
+Added: As of December 31, 2023 , Clyra had an aggregate 10,000,749 shares outstanding, of which 746,418 were Series A Preferred shares.
+Added: Of that amount, BioLargo owned 5,322,775 shares, of which 165,765 were Series A Preferred shares.
Sales of Common Stock
+Added: During the year ended December 31, 2024 , Clyra sold 373,875 shares of its common stock, from 29 accredited investors.
+Added: In exchange, it received $ 2,005,000 in gross and net proceeds.
+Added: The fair value of these warrants issued total $ 163,000 and is 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 Clyra stock.
During the year ended December 31, 2023, Clyra sold 7,000 shares of its common stock, and issued a warrant to purchase 3,500 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from one accredited investor.
1 unchanged sentence
The fair value of this warrant issued total $ 4,000 and is 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 Clyra stock.
−Removed: On March 2, 2022 , BioLargo converted $ 633,000 owed to it by Clyra into 204,223 shares of Clyra common stock.
BIOLARGO, INC.
11 unchanged sentences
Elections may be made during the period beginning January 1, 2025, and ending on June 30, 2026.
−Removed: On December 20, 2022 , Clyra sold 72,581 shares of its Series A Preferred Stock, and in exchange received $ 225,000 in gross and net proceeds, from two accredited investors.
−Removed: Each investor also received a 3 -year warrant to purchase the same number of additional shares of common stock for $ 3.72 per share.
−Removed: The fair value of these warrants totaled $ 55,000 .
−Removed: Shares of Series A Preferred Stock earn a dividend of 15 % each year.
−Removed: Each share of Series A Preferred stock can be converted by the holder at any time for one share of common stock.
−Removed: Accrued dividends may be converted to common stock at a conversion rate of $ 3.10 per share.
−Removed: Each investor also entered into an agreement with BioLargo whereby the investor may exchange some or all of its Series A Preferred stock, plus accrued dividends, into shares of BioLargo common stock, at a price equal to a 20% discount of the volume weighted average price over the 30 prior trading days.
−Removed: Elections may made during the period beginning January 1, 2025, and ending on June 30, 2026.
On July 20, 2023, BioLargo converted $ 96,000 owed to it by Clyra into 30,833 shares of Clyra Series A preferred common stock.
−Removed: On December 31, 2022, BioLargo converted $ 418,000 owed to it by Clyra into 134,932 shares of Clyra Series A preferred stock.
Stock Options
−Removed: Weighted Weighted
−Removed: average average
−Removed: exercise price remaining
−Removed: per share term
Balance, December 31, 2022
1 unchanged sentence
191,981 $ 0.01
−Removed: Balance, December 31, 2022
( 296,389 ) $ 1.97
+Added: Balance, December 31, 2023
1,478,921 $ 0.31
8 unchanged sentences
Each option vests upon issuance and has an expiration date 10 years from the date of grant.
+Added: Of the 497,942 options granted during the year ended December 31, 2024 , the exercise price of 400,000 are $0.01 per share, 6,666 are exercisable at $1.00 and the remainder are exercisable at $ 4.50 per share.
Of the 191,981 options granted during the year ended December 31, 2023 , the exercise price of 52,700 are $0.01 per share, and the remainder are $ 2.71 per share.
−Removed: Of the 182,908 options granted in the year ended December 31, 2022, the exercise price of 159,700 are $0.01 per share, and the remainder are $ 3.10 per share.
The fair value of the options issued in the year ended December 31, 2024 and 2023 totaled $ 528,000 and $ 260,000 , respectively;
1 unchanged sentence
Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.
−Removed: During the year ended December 31, 2023, we used a risk-free rate ranging between 3.48 % - 4.45 % compared to the year-ended December 31, 2022, risk free rate ranging between 2.32 % - 3.83 % , a volatility of 49 % and an expected life of 10 years.
+Added: During the year ended December 31, 2024, we used a risk-free rate ranging between 3.95 % - 4.34 % compared to the year-ended December 31, 2023, we used a risk-free rate ranging between 3.48 % - 4.45 % , a volatility of 43 % - 49 % and an expected life of 10 years.
+Added: As of December 31, 2024 , there remains $ 944,000 of stock option expense to be expensed over the next two years.
+Added: Clyra Warrants Outstanding
+Added: Weighted average price per share
+Added: Weighted average remaining
+Added: Balance, December 31, 2022
+Added: 207,513 $ 3.72
+Added: 542,398 $ 3.74
+Added: Balance, December 31, 2023
+Added: 749,911 $ 3.74
+Added: 441,336 $ 6.70
+Added: ( 8,065 ) $ 3.72
+Added: Balance at December 31, 2024
+Added: 1,183,182 $ 4.84 2.6
+Added: During 2024, Clyra issued warrants to purchase an aggregate 441,336 shares.
+Added: Included as part of entering in to the Clyra promissory notes, Clyra issued warrants to purchase an aggregate 177,333 shares at $ 6.00 per share that expire 5 years from the issue date.
+Added: The fair value of these warrants totaled $ 160,000 and is recorded as a discount which will be amortized to interest expense over the term of the note.
+Added: As an incentive to enter into the leaseback, Clyra issued warrants for the purchase of 58,333 shares of Clyra common stock at $ 6.00 per share, expiring five years after grant date.
+Added: The fair value of these warrants totaled $ 106,000 , recorded as a financing fee in the consolidated statements of operations.
+Added: Clyra sold stock for cash in a unit offering and as part of the unit offering issued warrants to purchase 205,670 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, or August 1, 2027.
+Added: Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.
+Added: We used a risk-free rate ranging between 3.44 % - 4.58 % , a volatility ranging between 43 % - 49 % and expected lives of 3 - 5 years.
Accounts Payable and Accrued Expenses
At December 31, 2024 and 2023 , Clyra had the following accounts payable and accrued expenses (in thousands):
−Removed: December 31, 2023
−Removed: December 31, 2022
Accounts payable
5 unchanged sentences
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: BioLargo Engineering, Science and Technologies, LLC
+Added: BioLargo Engineering, Science & 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”).
9 unchanged sentences
The BLEST Compensation Committee has met regularly since the subsidiary commenced operations.
−Removed: In 2018 , it reviewed the operating performance and determined that the performance metrics were not met and as a result, did not award any Class B units or stock options.
−Removed: In December 2022 , the committee again reviewed the operating performance and determined that a portion of the performance metrics were met.
−Removed: In December 2023 , the committee again reviewed the operating performance and determined that a portion of the performance metrics were met.
−Removed: It was agreed that an additional one -half and one -quarter of the eligible profits interests would be vested ( 22.5 % in the aggregate), and therefore an additional half of the option interests would be vested ( 1,750,500 options shares in the aggregate).
−Removed: The vesting of option shares during the year ended December 31, 2023, and 2022, resulted in a fair value totaling $ 17,000 and $135,000 and is recorded on our consolidated statement of operations as selling, general and administrative expense .
+Added: In December 2023 , the committee determined that a portion of the performance metrics were met and issued additional profit interests would be vested ( 22.5 % in the aggregate) and vested additional option interests ( 1,750,500 option shares in the aggregate).
+Added: In December 2024 , the committee determined that a portion of the performance metrics were met and issued additional profit interests would be vested ( 26.25 % in the aggregate) and vested additional option interests ( 1,750,500 option shares in the aggregate).
+Added: The vesting of option shares during the years ended December 31, 2024 and 2023 resulted in a fair value totaling $ 55,000 and $ 17,000 and is recorded on our consolidated statements of operations as selling, general and administrative expense .
Business Segment Information
−Removed: For the years ended December 31, 2023 and 2022, BioLargo had five operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc.
−Removed: The four operational business segments are:
+Added: For the years ended December 31, 2024 and 2023 , BioLargo had six operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc.
+Added: The six operational business segments are:
ONM Environmental -- which sells odor and volatile organic control products and services, located in Westminster, California;
3 unchanged sentences
("BETI") - which is developing our proprietary battery technology;
+Added: BioLargo Equipment Solutions & Technologies ("BEST") - which sells our water treatment equipment;
BioLargo Canada (formerly named BioLargo Water) - the main hub of our scientists researching and developing our technologies, located in Edmonton, Alberta Canada.
−Removed: Other than ONM Environmental, none of our operating business units have operated at a profit, and therefore each required additional cash to meet its monthly expenses, funded through BioLargo’s sales of debt or equity, research grants, and tax credits.
+Added: Other than ONM Environmental, none of our operating business units have operated at a profit, and therefore each required additional cash to meet its monthly expenses, funded through sales of debt or equity, research grants, and tax credits.
Clyra Medical and BETI have been funded by third party investors who invest directly in in these entities in exchange for equity ownership in that entity.
−Removed: The Chief Operating Decision Makers for the segments are:
−Removed: Joseph Provenzano, President of ONM, Randall Moore, President of BLEST, Steven Harrison, President of Clyra Medical, Dennis Calvert, President of BETI, and Richard Smith, President of BioLargo Canada.
BIOLARGO, INC.
2 unchanged sentences
The segment information for the years December 31, 2024 and 2023 , is as follows (in thousands):
−Removed: BioLargo corporate
ONM Environmental
+Added: $ 15,597 $ 11,440
Clyra Medical
10 unchanged sentences
( 827 ) ( 335 )
+Added: ( 379 ) ( 1,043 )
BioLargo Canada
2 unchanged sentences
$ ( 2,882 ) $ ( 2,282 )
−Removed: Depreciation expense
−Removed: BioLargo corporate
−Removed: ONM Environmental
−Removed: Clyra Medical
−Removed: Total $ 103 $ 45
−Removed: Stock option expense $ 1,864 $ 1,663
−Removed: BioLargo corporate
−Removed: Clyra Medical $ 2,124 $ 2,071
Operating income (loss)
5 unchanged sentences
( 3,324 ) ( 2,102 )
+Added: ( 642 ) ( 1,179 )
BioLargo Canada
1 unchanged sentence
$ ( 4,331 ) $ ( 4,580 )
−Removed: Interest expense
+Added: Depreciation expense
BioLargo corporate
+Added: ONM Environmental
+Added: Clyra Medical
+Added: Stock option expense
+Added: BioLargo corporate
$ 1,535 $ 1,864
+Added: Clyra Medical
+Added: $ 2,063 $ 2,124
+Added: Interest income (expense)
+Added: BioLargo corporate
+Added: $ ( 6 ) $ ( 49 )
ONM Environmental
1 unchanged sentence
( 60 ) ( 36 )
+Added: BioLargo Canada
$ ( 33 ) $ ( 91 )
6 unchanged sentences
( 3,490 ) ( 2,097 )
+Added: ( 642 ) ( 1,179 )
BioLargo Canada
3 unchanged sentences
As of December 31, 2024
−Removed: Canada Elimination
+Added: BioLargo Canada Elimination
Tangible assets
5 unchanged sentences
As of December 31, 2023
−Removed: Canada Elimination
+Added: BioLargo Canada Elimination
Tangible assets
11 unchanged sentences
For the years ended December 31, 2024 and 2023 , rental expense was $ 365,000 and $ 316,000 , respectively.
−Removed: The lease of our Westminster facility expires August 2024 .
−Removed: Management intends to extend this lease for four years.
−Removed: The four -year lease extension added $ 394,000 to our right of use and lease liability as of December 31, 2023.
−Removed: In September 2022 , the lease of our Oak Ridge, Tennessee facility was extended for ten years.
−Removed: The ten -year lease added $ 443,000 to our right of use and lease liability as of December 31, 2022.
The lease of our Canadian facility is less than one year.
3 unchanged sentences
Since there is no explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18 % to determine lease liability.
−Removed: As of December 31, 2023, the weighted average remaining lease term for our operating leases was seven years.
As of December 31, 2024 , our weighted average remaining lease term is seven years and the total remaining operating lease payments is $ 1,766,000 .
−Removed: Our minimum lease payments over the next five years are as follows:
+Added: Payments over the remaining lease terms is as follows:
+Added: BioLargo Corp / ONM
December 31, 2025
1 unchanged sentence
December 31, 2026
−Removed: 125,000 157,000 282,000
December 31, 2027
−Removed: 129,000 160,000 289,000
December 31, 2028
−Removed: 133,000 163,000 296,000
December 31, 2029
−Removed: 79,000 166,000 245,000
−Removed: — 654,000 654,000
Total minimum lease payments
1 unchanged sentence
Less imputed interest
−Removed: Total operating lease liability $ 1,109,000
+Added: ( 126 ) ( 613 ) ( 739 )
+Added: Total operating lease liabilities
+Added: $ 340 $ 687 $ 1,027
+Added: Related Party Transactions.
+Added: Management performed an internal review and inspection and noted there are no material transactions with related parties as defined in ASC 850, except those disclosed in Note 5 Share-based compensation to officers.
Subsequent Events.
Management has evaluated subsequent events through the date of the filing of this Annual Report and management noted the following for disclosure.
−Removed: Sales of Common Stock
−Removed: From January 1, 2024, through March 29, 2024, we sold 806,175 shares of our common stock to Lincoln Park pursuant to the 2022 LPC Purchase Agreement (see Note 3 ), and received $ 260,000 in gross and net proceeds.
−Removed: These sales were registered with the SEC on Form S- 1 (file number 333 - 268973 ).
−Removed: From January 1, 2024, through March 29, 2024, we sold 1,394,737 shares of our common stock and received $ 265,000 and $ 239,000 , respectively, in gross and net proceeds, from five accredited investors.
−Removed: In addition to the shares, we issued each investor a six -month and a five -year warrant to purchase additional shares.
−Removed: (See Note 3 and Note 6 “Warrants Issued in Unit Offering”.) Commissions paid to a licensed broker included a 10% cash fee and a warrant to purchase 10% of the shares purchased.
−Removed: From January 1, 2024, through March 29, 2024, we issued 406,278 shares of our common stock pursuant to the exercise of stock purchase warrants and received $ 75,000 in gross and net proceeds.
Clyra Medical
−Removed: From January 1, 2024, through March 29, 2024, Clyra Medical sold 95,000 shares of its common stock, and issued warrants to purchase an aggregate 47,500 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from four accredited investors.
+Added: From January 1, 2025, through March 31, 2025, Clyra Medical sold 49,168 shares of its common stock, and issued warrants to purchase an aggregate 24,587 shares of its common stock at $ 7.50 per share, expiring August 1, 2027, from eleven accredited investors.
In exchange, it received $ 295,002 in gross and net proceeds.
+Added: From January 1, 2025, through March 31, 2025, Clyra Medical received $ 390,000 , and issued promissory notes secured by equipment used in at-scale production of its wound irrigation solution products.
+Added: The notes bear interest at the rate of 15 % per annum, mature in two years, and require interest-only payments until maturity.
+Added: Warrants allowing for the purchase of an aggregate 65,000 shares at $ 6.00 per share were issued to the investors, expiring December 31, 2029.
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.