What changed in this filing

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Item 1. Financial Statements

2025-05-15 compared with 2024-11-14 · 409 added, 604 removed, 933 unchanged (52% of the section changed)

4 unchanged sentences

(in thousands, except for share and per share data)

September 30, 2024

March 31, 2025

Current assets:

2 unchanged sentences

Accounts receivable, net of allowance

Inventories, net of allowance

Prepaid expenses and other current assets

Total current assets

Equipment and leasehold improvements, net of depreciation

Equipment and leasehold improvements, net

Other non-current assets

Operating lease right-of-use assets, net

Financing lease right-of-use asset, net

Clyra Medical note receivable

Investment in South Korean joint venture

Right of use, operating leases, net of amortization

$ 10,511 $ 10,513

4 unchanged sentences

Clyra Medical accounts payable and accrued expenses

Clyra Medical debt obligations

Clyra Medical debt obligations, net of discount $ 115 and $ 80

Debt obligation

Contract liabilities

Lease liabilities

Operating lease liabilities

Finance lease liability

Total current liabilities

1 unchanged sentence

Debt obligations, net of current

Lease liabilities, net of current

Clyra Medical debt obligations, net of current and discount $ 86 and $ 80

Operating lease liabilities, net of current

Finance lease liability, net of current

Total long-term liabilities

1 unchanged sentence

STOCKHOLDERS’ EQUITY:

Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at September 30, 2024 and December 31, 2023

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 301,163,538 and 292,945,747 Shares Issued, at September 30, 2024 and December 31, 2023

Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at March 31, 2025 and December 31, 2024

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 301,760,373 and 301,274,243 Shares Issued, at March 31, 2025 and December 31, 2024

Additional paid-in capital

16 unchanged sentences

(in thousands, except for share and per share data)

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Product revenue

$ 3,935 $ 2,529 $ 13,397 $ 7,392

Service revenue

416 143 725 468

Total revenue

4,351 2,672 14,122 7,860

Cost of revenue

Cost of goods sold

( 2,342 ) ( 1,170 ) ( 7,510 ) ( 3,533 )

Cost of service

( 287 ) ( 67 ) ( 509 ) ( 261 )

Total cost of revenue

( 2,629 ) ( 1,237 ) ( 8,019 ) ( 3,794 )

1,722 1,435 6,103 4,066

Selling, general and administrative expenses

2,093 2,278 6,720 5,794

Research and development

690 694 2,098 1,846

Total operating expenses

2,783 2,972 8,818 7,640

Operating loss:

( 1,061 ) ( 1,537 ) ( 2,715 ) ( 3,574 )

Other income (expense):

Interest income (expense)

1 ( 12 ) ( 12 ) ( 72 )

Tax credit (reversal)

— 41 — ( 14 )

PPP loan forgiveness

Total other income (expense):

1 29 100 ( 54 )

( 1,060 ) ( 1,508 ) ( 2,615 ) ( 3,628 )

Interest expense

Total other expense

Net loss attributable to noncontrolling interest

( 523 ) ( 308 ) ( 1,227 ) ( 853 )

Net loss attributable to common stockholders

$ ( 537 ) $ ( 1,200 ) $ ( 1,388 ) $ ( 2,775 )

Net loss per share attributable to common stockholders:

Loss per share attributable to stockholders – basic and diluted

$ ( 0.002 ) $ ( 0.004 ) $ ( 0.005 ) $ ( 0.01 )

Net loss attributable to common shareholders

Net loss per share attributable to common shareholders:

Loss per share attributable to shareholders – basic and diluted

Weighted average number of common shares outstanding:

300,488,824 287,943,346 297,090,396 284,559,487

Comprehensive loss:

$ ( 1,060 ) $ ( 1,508 ) $ ( 2,615 ) $ ( 3,628 )

Foreign currency translation

12 1 47 ( 12 )

Comprehensive loss

( 1,048 ) ( 1,507 ) ( 2,568 ) ( 3,640 )

Comprehensive loss attributable to noncontrolling interest

( 523 ) ( 308 ) ( 1,227 ) ( 853 )

Comprehensive loss attributable to common stockholders

$ ( 525 ) $ ( 1,199 ) $ ( 1,341 ) $ ( 2,787 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

9 unchanged sentences

301,274,243 $ 202 $ 158,332 $ ( 149,500 ) $ ( 183 ) $ ( 2,795 ) $ 6,056

Sale of stock for cash, net of offering costs of $ 39 (unaudited)

2,160,348 1 487 — — — 488

Issuance of stock for services (unaudited)

288,997 1 82 — — — 83

Warrant exercise (unaudited)

406,278 — 75 — — — 75

Stock option compensation expense (unaudited)

— — 429 — — — 429

Stock option compensation expense Clyra (unaudited)

— — 59 — — — 59

Stock for service Clyra (unaudited)

— — 52 — — — 52

Clyra unit offering (unaudited)

— — — — — 475 475

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Biolargo Energy Technologies Inc.

(BETI) sales of stock (unaudited)

— — — — — 50 50

Noncontrolling interest allocation (unaudited)

— — 399 — — ( 399 ) —

Net loss (unaudited)

— — — ( 410 ) — ( 365 ) ( 775 )

Foreign currency translation (unaudited)

— — — — 96 — 96

Balance, March 31, 2024 (unaudited)

295,801,370 $ 198 $ 155,606 $ ( 147,508 ) $ ( 181 ) $ ( 2,967 ) $ 5,148

Stock for cash, net offering costs of $ 16 (unaudited)

454,547 1 135 — — — 136

Issuance of stock for services (unaudited)

446,989 — 116 — — — 116

Issuance of common stock in exchange for BETI shares (unaudited)

378,788 — — — — — —

Warrant exercise (unaudited)

561,470 1 140 — — — 141

Stock option exercise (unaudited)

497,024 — 85 — — — 85

Stock option compensation expense (unaudited)

— — 476 — — — 476

Stock option compensation expense Clyra (unaudited)

— — — — — 63 63

Stock for service Clyra (unaudited)

— — — — — 14 14

Clyra unit offering (unaudited)

— — — — — 640 640

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Noncontrolling interest allocation (unaudited)

— — ( 2,565 ) — — 2,565 —

Net loss (unaudited)

— — — ( 441 ) — ( 339 ) ( 780 )

Foreign translation adjustment (unaudited)

— — — — ( 61 ) — ( 61 )

Balance, June 30, 2024 (unaudited)

298,140,188 $ 200 $ 153,993 $ ( 147,949 ) $ ( 242 ) $ ( 110 ) $ 5,892

Common stock offering costs of $ 15 (unaudited)

— — ( 15 ) — — — ( 15 )

Issuance of stock for services (unaudited)

Sale of common stock for cash, net of offering costs of $ 15 (unaudited)

— — ( 15 ) — — — ( 15 )

Warrant exercise (unaudited)

Issuance of common stock for services (unaudited)

220,330 — 61 — — — 61

3 unchanged sentences

265,800 — — — — — —

Stock option compensation expense Clyra (unaudited)

Clyra Medical stock option compensation expense (unaudited)

— — — — — 206 206

Stock for service Clyra (unaudited)

Clyra Medical stock issued for services (unaudited)

— — — — — 36 36

Clyra dividend Series A Preferred stock (unaudited)

Clyra Medical stock unit offering (unaudited)

— — — — — 295 295

Clyra unit offering (unaudited)

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Clyra conversion of note payable and interest (unaudited)

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 69 69

3 unchanged sentences

— — — ( 1,155 ) — ( 766 ) ( 1,921 )

Foreign translation adjustment (unaudited)

Foreign currency translation (unaudited)

— — — — ( 20 ) — ( 20 )

Balance, September 30, 2024 (unaudited)

Balance, March 31, 2025 (unaudited)

301,760,373 $ 202 $ 158,265 $ ( 150,655 ) $ ( 203 ) $ ( 2,519 ) $ 5,090

7 unchanged sentences

Total stockholders’

Balance, December 31, 2022 (unaudited)

Balance, December 31, 2023

292,945,747 $ 196 $ 154,023 $ ( 147,098 ) $ ( 277 ) $ ( 2,642 ) $ 4,202

Sale of stock for cash (unaudited)

Sale of common stock for cash, net of offering costs of $ 39 (unaudited)

2,160,348 1 487 — — — 488

Issuance of stock for services (unaudited)

Issuance of common stock for services (unaudited)

288,997 1 82 — — — 83

Issuance of stock in exchange for Clyra shares (unaudited)

Warrant exercise (unaudited)

406,278 — 75 — — — 75

1 unchanged sentence

— — 429 — — — 429

Stock option expense Clyra (unaudited)

Clyra Medical stock options issued for services (unaudited)

— — — — — 59 59

Warrant issued for interest (unaudited)

Clyra Medical stock issued for services (unaudited)

— — — — — 52 52

Clyra sales of Series A Preferred stock (unaudited)

Clyra Medical stock unit offering (unaudited)

— — — — — 475 475

Clyra dividend Series A Preferred stock (unaudited)

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

BETI sales of stock (unaudited)

BETI stock offering (unaudited)

— — — — — 50 50

7 unchanged sentences

295,801,370 $ 198 $ 155,384 $ ( 147,508 ) $ ( 181 ) $ ( 2,745 ) $ 5,148

Sale of stock for cash (unaudited)

2,677,169 2 492 — — — 494

Issuance of stock for services (unaudited)

420,911 — 75 — — — 75

Stock option compensation expense (unaudited)

— — 222 — — — 222

Stock option compensation expense Clyra (unaudited)

— — 66 — — — 66

Clyra sales of Series A Preferred stock (unaudited)

— — — — — 1,062 1,062

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 45 ) ( 45 )

BETI sales of stock (unaudited)

— — — — — 330 330

Noncontrolling interest allocation (unaudited)

— — 1,461 — — ( 1,461 ) —

Net loss (unaudited)

— — — ( 1,328 ) — ( 298 ) ( 1,626 )

Foreign currency translation (unaudited)

— — — — ( 7 ) — ( 7 )

Balance, June 30, 2023 (unaudited)

287,220,661 $ 192 $ 152,507 $ ( 145,169 ) $ ( 162 ) $ ( 3,245 ) $ 4,123

Sale of stock for cash (unaudited)

1,190,223 1 202 — — — 203

Issuance of stock for services (unaudited)

215,686 — 37 — — — 37

Stock option compensation expense (unaudited)

— — 680 — — — 680

Stock option compensation expense Clyra (unaudited)

— — 45 — — — 45

Stock option exercise Clyra (unaudited)

— — 3 — — — 3

Clyra sales of Series A Preferred stock (unaudited)

— — — — — 288 288

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 80 ) ( 80 )

BETI sales of stock (unaudited)

— — — — — 25 25

Noncontrolling interest allocation (unaudited)

— — ( 68 ) — — 68 —

Net loss (unaudited)

— — — ( 1,200 ) — ( 308 ) ( 1,508 )

Foreign currency translation (unaudited)

— — — — 1 — 1

Balance, September 30, 2023 (unaudited)

288,626,570 $ 193 $ 153,406 $ ( 146,369 ) $ ( 161 ) $ ( 3,252 ) $ 3,817

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3 unchanged sentences

(in thousands, except for share and per share data)

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

$ ( 2,615 ) $ ( 3,628 )

Adjustments to reconcile net loss to net cash used in operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Stock option compensation expense

Common stock issued for services

Bad debt expense

Excess and obsolete inventory

PPP loan forgiveness

Credit loss expense

Amortization of debt discount

Amortization of right-of-use operating lease assets

Lease liabilities, net

( 60 ) ( 78 )

Interest expense related to amortization of the discount on note payable

Fair value of warrant issued for interest

Loss on investment in South Korean joint venture

Amortization of right-of-use finance lease asset

Operating lease liability

Finance lease liability

(Gain) loss on investment in South Korean joint venture

Depreciation expense

1 unchanged sentence

Accounts receivable

( 610 ) ( 490 )

( 85 ) ( 58 )

Prepaid expenses and other assets

Accounts payable and accrued expenses

( 35 ) ( 62 )

Clyra accounts payable and accrued expenses

Clyra Medical accounts payable and accrued expenses

Contract liabilities

( 284 ) ( 15 )

Net cash used in operating activities

( 1,290 ) ( 2,363 )

Net cash (used in) provided by operating activities

Cash flows from investing activities

Equipment purchases

( 1,260 ) ( 332 )

Net cash used in investing activities

( 1,260 ) ( 332 )

Cash flows from financing activities

Proceeds from sale of Biolargo common stock

Proceeds from sale of common stock, net of commissions

Proceeds from warrant exercise

Proceeds from option exercise

Proceeds from sale of BETI common stock

Repayment of debt obligations

( 12 ) ( 55 )

Repayment by Clyra debt obligations

Proceeds from sales of Clyra Series A Preferred stock

Proceeds from Clyra stock option exercise

Proceeds from sales of Clyra common stock

Proceeds from Clyra Medical debt obligation

Proceeds from sales of Clyra Medical common stock

Net cash provided by financing activities

3 unchanged sentences

Cash and cash equivalents at end of period

$ 3,882 $ 3,042

Supplemental disclosures of cash flow information

2 unchanged sentences

Non-cash investing and financing activities

Conversion of Clyra note payable into Clyra shares

Equipment added using capital lease

Conversion of BETI common stock to BioLargo common stock

Allocation of noncontrolling interest

Clyra dividend Series A Preferred stock

Fair value of Clyra Medical warrants issued as debt discount

Clyra Medical dividend Series A Preferred stock

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

16 unchanged sentences

and BioLargo Development Corp., organized under the laws of the State of California in 2016.

Additionally, we are the controlling stockholder in three subsidiaries:

we own 52 % of Clyra Medical Technologies, Inc.

Additionally, we own 52 % (see Note 8 ) of Clyra Medical Technologies, Inc.

(“Clyra” or “Clyra Medical”), organized under the laws of the State of California in 2012 and redomiciled to Delaware in 2023;

77.5 % of BioLargo Engineering Science and Technologies, LLC (“BLEST"), organized under the laws of the State of Tennessee in 2017;

and 96 % of BioLargo Energy Technologies, Inc.

74 % (see Note 9 ) of BioLargo Engineering Science and Technologies, LLC (“BLEST"), organized under the laws of the State of Tennessee in 2017;

and 96 % (see Note 10 ) of BioLargo Energy Technologies, Inc.

("BETI") organized under the laws of the State of California in 2019.

1 unchanged sentence

Liquidity / Going Concern

For the three and nine months ended September 30, 2024 , we generated revenues of $ 4,351,000 and $ 14,122,000 and had a net loss of $ 1,060,000 and $ 2,615,000 .

For the nine months ended September 30, 2024 , we used $ 1,290,000 net cash used in operating activities.

On September 30, 2024 , we had current assets of $ 7,394,000 , of which $ 3,882,000 was cash and cash equivalents, current liabilities of $ 3,200,000 , and working capital of $ 4,194,000 .

During the nine months ended September 30, 2024 , we continued to invest in capital equipment and resources preparing to launch and commercialize products and further research and development on our battery technology.

For the three months ended March 31, 2025 , we generated revenues of $ 3,269,000 and had a net loss of $ 1,921,000 .

As of March 31, 2025 , we had current assets of $ 7,218,000 , of which $ 2,564,000 was cash and cash equivalents.

For the three months ended March 31, 2025 , we used $ 1,830,000 net cash used in operating activities.

Our cash decreased $ 984,000 from December 31, 2024, and we had an increase of $ 1,077,000 in accounts receivable.

As of March 31, 2025, we had current liabilities of $ 3,373,000 , and working capital of $ 3,845,000 .

We and our partially owned subsidiaries continue to sell securities to ensure available working capital.

During the nine months ended September 30, 2024 , we received $ 2,858,000 from financing activities, including sales of stock, warrant exercises, and option exercises.

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, and expect to continue to need further investment capital to fund our business plans and investments in our new technologies.

For these reasons, we continue to sell securities to ensure available working capital, both directly and through our subsidiaries;

during the nine months ended September 30, 2024 , we received net proceeds of $ 2,858,000 .

Additionally, during the nine months ended September 30, 2024 , we received $ 909,000 in gross proceeds from the exercise of stock options and warrants.

During the three months ended March 31, 2025 , we and our subsidiaries received $ 885,000 from financing activities, including sales of stock and the issuance of note payables.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to (i) continue to increase revenues, generate cash from operations, and/or generate cash from financing activities, (ii) convert assets such as our $ 4,208,000 in accounts receivable into cash;

or, (iii) if necessary, reduce ongoing cash obligations by curtailing portions of our operations.

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

BIOLARGO, INC.

9 unchanged sentences

The condensed consolidated financial statements have been prepared in accordance with GAAP and with the instructions to Form 10 -Q adopted by the Securities and Exchange Commission (the “SEC”).

Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial presentation and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2023 , included in our Annual Report on Form 10 -K filed with the SEC on April 1, 2024.

The results of operations for the nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the full year or any future period.

Accordingly, the condensed consolidated financial statements do not include all information and footnotes required by GAAP for complete financial presentation and should be read in conjunction with our consolidated financial statements, and notes thereto, for the year ended December 31, 2024 , included in our Annual Report on Form 10 -K filed with the SEC on March 31, 2025 .

The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full year or any future period.

Foreign Currency

6 unchanged sentences

We do not anticipate non-performance by our financial institution.

As of September 30, 2024 , and December 31, 2023 , our cash balances were made up of the following (in thousands):

September 30, 2024

As of March 31, 2025 , and December 31, 2024 , our cash balances were made up of the following (in thousands):

March 31, 2025

December 31, 2024

6 unchanged sentences

Accounts receivable are customer obligations that are unconditional.

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.

The Company performs ongoing credit evaluations of its customers and, if necessary, provides an allowance for doubtful accounts and expected credit losses.

A credit loss expense to the allowances for doubtful accounts 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.

Provisions to the allowances for doubtful accounts for expected credit losses are recorded to general and administrative expenses.

Accounts receivable are presented net of an allowance 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.

A credit loss expense to the 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.

Credit loss expense is recorded to general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive loss.

The Company writes off accounts receivable against the allowance when it determines a balance is uncollectible and no longer actively pursues collection of the receivable.

The Company does not have any off-balance-sheet credit exposure related to customers.

As of September 30, 2024 , and December 31, 2023 , the allowance for doubtful accounts for expected credit losses was $ 97,000 and $ 84,000 , respectively.

As of March 31, 2025 , and December 31, 2024 , the expected credit losses was $ 134,000 and $ 97,000 , respectively.

Allowance for Credit Losses

The Company recognizes an expected allowance for credit losses with respect to its accounts receivable.

In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded.

This estimate is calculated on a pooled basis where similar risk characteristics exist.

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.

The Company believes historical loss information is a reasonable starting point in which to calculate the expected allowance for credit losses.

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.

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.

There were no write-offs of accounts receivable during the three months ending March 31, 2025 and 2024.

BIOLARGO, INC.

3 unchanged sentences

We have a limited number of customers that account for significant portions of our revenue.

During the three and nine months ended September 30, 2024 and 2023 , the following customer accounted for more than 10% of consolidated revenues:

Three Months Ended September 30,

Nine Months Ended September 30,

76 % 74 % 78 % 76 %

At September 30, 2024 and December 31, 2023 , one customer accounted for more than 10 % of consolidated accounts receivable:

September 30, 2024

During the three months ended March 31, 2025 and 2024 , the following customer accounted for more than 10% of consolidated revenues:

Three Months Ended March 31,

At March 31, 2025 and December 31, 2024 , one customer accounted for more than 10% of consolidated accounts receivable:

March 31, 2025

December 31, 2024

Inventories are stated at the lower of cost or net realizable value using the average cost method.

The allowance for obsolete inventory as of September 30, 2024 , and December 31, 2023 , was $ 4,000 .

Inventories consisted of the following (in thousands):

September 30, 2024

There was no allowance for obsolete inventory as of March 31, 2025 , and December 31, 2024 Inventories consisted of the following (in thousands):

March 31, 2025

December 31, 2024

5 unchanged sentences

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 .

September 30, 2024

March 31, 2025

December 31, 2024

9 unchanged sentences

The joint venture has incurred a loss since inception and our 40 % ownership share reduced our investment interest.

For the three and nine months ended September 30, 2024 , the reduction of our investment interest totaled $ 3,000 and $ 4,000 compared to $ 6,000 and $ 18,000 in the same periods in 2023 .

For the three months ended March 31, 2025 , the increase of our investment interest totaled $ 2,000 compared to a reduction of $ 1,000 in the same period in 2024 .

Long-lived and definite 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.

2 unchanged sentences

Any resulting impairment is recorded as a reduction in the carrying value of the related asset in excess of fair value and a charge to operations.

There were no impairment losses related to intangible assets during the nine months ended September 30, 2024 or 2023 .

There were no impairment losses related to intangible assets during the three months ended March 31, 2025 or 2024 .

Loss Per Share

2 unchanged sentences

Diluted LPS is computed by adding to the weighted average shares the dilutive effect if stock options and warrants were exercised into common stock.

For the three and nine months ended September 30, 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.

As of September 30, 2024 , the total stock options and warrants vested and available to be exercised totals 89,524,237 .

For the three and three months ended March 31, 2025 and 2024 , 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.

As of March 31, 2025 and 2024 the vested stock options available to be exercised totaled 60,481,550 and 55,238,910 .

As of March 31, 2025 and 2024 the vested warrants available to be exercised totaled 31,299,112 and 53,802,444 .

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, allowance for doubtful accounts, asset depreciation and amortization, impairment expense, among others.

Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, expected 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 condensed consolidated financial statements.

9 unchanged sentences

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.

The following methodology and assumptions were used to calculate share-based compensation for the nine months ended September 30, 2024 and 2023 :

2018 Plan 2024 Plan

The following methodology and assumptions were used to calculate share-based compensation for the three months ended March 31, 2025 and 2024 :

Risk free interest rate

5 unchanged sentences

Life in years

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.

37 unchanged sentences

To date, there have been no discounts or other financing terms for the contracts.

The Company has outstanding contract liability obligations of $ 19,000 and $ 303,000 as of September 30, 2024 and December 31, 2023 , respectively.

Revenue from contract liability totaled $ 284,000 during the nine months ended September 30, 2024 .

The outstanding balance will be recognized as earned per the terms of the contracts.

Our Canadian subsidiary had a customer deposit outstanding at September 30, 2024 and December 31, 2023 , totaling $ 81,000 and $ 113,000 , respectively.

Our Canadian subsidiary had a grant deposit outstanding at March 31, 2025 and December 31, 2024 , totaling $ 76,000 .

These were awarded as part of a grant for a particular project that has been delayed.

ONM Environmental had a customer deposit outstanding at September 30, 2024 and December 31, 2023 , totaling $ 1,000 and $ 4,000 , related to customer purchase orders not yet fulfilled.

Revenue from customer deposits totaled $ 35,000 during the nine months ended September 30, 2024 .

ONM Environmental had a customer deposit outstanding at March 31, 2025 and December 31, 2024 , totaling $ 14,000 related to customer purchase orders not yet fulfilled.

As we generate revenues from royalties or license fees from our intellectual property, a licensee will pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property.

22 unchanged sentences

If the tax position is not considered “more-likely-than- not” to be sustained, then no benefits of the position are recognized.

Management believes there are no unrecognized tax benefits or uncertain tax positions as of September 30, 2024 and December 31, 2023 .

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of September 30, 2024 and December 31, 2023 .

Management believes there are no unrecognized tax benefits or uncertain tax positions as of March 31, 2025 and December 31, 2024 .

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of March 31, 2025 and December 31, 2024 .

Accordingly, a 100% valuation allowance was recorded against the net deferred tax asset.

1 unchanged sentence

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments as of September 30, 2024 and December 31, 2023 approximate their respective fair values because of the short-term nature of these instruments.

Such instruments consist of cash, accounts receivable, accounts payable, and line of credit.

Management believes the carrying amounts of the Company’s financial instruments as of March 31, 2025 and December 31, 2024 approximate their respective fair values because of the short-term nature of these instruments.

Such instruments consist of cash, accounts receivable, accounts payable, and debt obligation.

The carrying amount of debt instruments are believed to approximate fair value as the stated interest rates are reflective of the prevailing market rates.

10 unchanged sentences

A lease is classified as an operating lease if it does not meet any of these criteria.

We have no leases classified as finance leases.

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.

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The effect of short-term leases on our right-of-use asset and lease liability was not material.

As of September 30, 2024 and December 31, 2023 , the right-of-use assets totaled $ 1,019,000 , and $ 1,092,000 , respectively.

As of September 30, 2024 and December 31, 2023 , the lease liability totaled $ 1,049,000 and $ 1,109,000 , respectively, on our condensed consolidated balance sheets related to our operating leases.

As of March 31, 2025 and December 31, 2024 , the operating right-of-use assets totaled $ 965,000 , and $ 992,000 , respectively.

As of March 31, 2025 and December 31, 2024 , the operating lease liability totaled $ 1,002,000 and $ 1,027,000 , respectively, on our condensed consolidated balance sheets related to our operating leases.

The finance lease is related to Clyra.

As of March 31, 2025 and December 31, 2024 , the finance right-of-use asset for Clyra totaled $ 435,000 and $ 451,000 and the finance lease liability totaled $ 427,000 and $ 448,000 , respectively, on our condensed consolidated balance sheets related to our finance lease.

Equipment and Leasehold Improvements

Equipment and leasehold improvements and are stated at cost less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 - 10 years or the remaining lease term.

Newly built leaseholds, additions, renewals, and betterments that significantly extend the life of the asset are capitalized.

Equipment and leasehold improvements are stated at cost less accumulated depreciation.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from 3 - 10 years.

Additions, renewals, and betterments that significantly extend the life of the asset are capitalized.

Expenditures for repairs and maintenance are charged to expense as incurred.

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.

Equipment and leasehold improvements as of March 31, 2025 and December 31, 2024 is as follows (in thousands):

March 31, 2025 December 31, 2024

Leasehold improvements

Total, at cost

accumulated depreciation

Total equipment and leasehold improvements, net

Noncontrolling Interest

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In accordance with ASC 810 - 10 - 20, “Noncontrolling Interests” BioLargo consolidates three non-wholly owned subsidiaries - Clyra, BLEST and BETI.

Noncontrolling interest of Clyra represents 48 % as of September 30, 2024 , and 47 % as of December 31, 2023 .

Noncontrolling interest of BLEST represents 22.5 % as of September 30, 2024 and December 31, 2023 .

Noncontrolling interest of BETI represents 4 % as of September 30, 2024 , and December 31, 2023 .

Noncontrolling interest of Clyra represents 48 % as of March 31, 2025 and December 31, 2024 .

Noncontrolling interest of BLEST represents 26 % as of March 31, 2025 and December 31, 2024 .

Noncontrolling interest of BETI represents 4 % as of March 31, 2025 , and December 31, 2024 .

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“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.

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.

The standard is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted.

The adoption of the standard did not have a material impact on the Company's disclosures.

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.

The standard is effective for fiscal years beginning after December 15, 2026, and for interim periods after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact of the changes to its existing disclosures.

BIOLARGO, INC.

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This registration statement was declared effective on January 19, 2023.

During the three months ended September 30, 2024, we did not sell any shares to Lincoln Park.

During the nine months ended September 30, 2024, we sold 766,175 shares of our common stock to Lincoln Park and received $ 260,000 in gross and $ 260 net proceeds.

During the three and nine months ended September 30, 2023, we sold 1,190,223 and 2,833,846 shares of our common stock to Lincoln Park, and received $ 203,000 and $ 502,000 , respectively, in gross and net proceeds.

We did not sell shares of our common stock during the three months ended March 31, 2025 During the three months ended March 31, 2024 we sold 766,175 shares of our common stock to Lincoln Park and received $ 260,000 in gross proceeds.

Unit Offerings

We did not sell shares of our common stock in Unit Offerings during three months ended September 30, 2024 .

During the nine months ended September 30, 2024 , we sold 1,848,720 shares of our common stock and received $ 419,000 in gross and $ 349,000 in net proceeds from seven accredited investors.

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”.)

We did not sell any shares in our Unit Offerings during the three months ended September 30, 2023.

During the nine months ended September 30, 2023, we sold 5,234,948 shares of our common stock and received $ 995,000 in gross and net proceeds from accredited investors.

During the three months ended March 31, 2024, we sold 1,394,173 shares of our common stock and received $ 267,000 gross proceeds and $ 228,000 net proceeds from five accredited investors.

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”.)

(See Note 6, “Warrants Issued in Unit Offering”.) We did not sell shares of our common stock in Unit Offerings during the three months ended March 31, 2025 .

Debt Obligations

The following table summarizes our debt obligations outstanding as of September 30, 2024 and December 31, 2023 (in thousands).

The following table summarizes our debt obligations outstanding as of March 31, 2025 and December 31, 2024 (in thousands).

The table does not include debt obligations of our partially owned subsidiary Clyra Medical (see Note 8, “Debt Obligations of Clyra Medical”).

September 30, 2024

March 31, 2025

December 31, 2024

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Long-term debt:

SBA Paycheck Protection Program loans, matures May 2025

Vehicle loan, matures March 2029

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Total long-term debt, net of current

For the three and nine months ended September 30, 2024 , we recorded $( 1,000 ) and $ 12,000 of net interest (income) expense related to interest earned from bank accounts and the coupon interest from our debt obligations.

For the three and nine months ended September 30, 2023 , we recorded $ 12,000 and $ 72,000 of interest expense related to the amortization of discounts on convertible notes payable and coupon interest from our debt obligations.

For the three months ended March 31, 2025 , we recorded $ 65,000 of interest expense related to the coupon interest from our debt obligations, net of $ 18,000 of interest income earned from cash balances.

For the three months ended March 31, 2024 , we recorded $ 12,000 of interest expense related to the coupon interest from our debt obligations.

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.

The loan agreement requires monthly payments of $ 1,000 .

As of September 30, 2024 , the balance of this loan totals $ 58,000 .

As of March 31, 2025 , and December 31, 2024, the balance of this loan totals $ 51,000 and $ 54,000 .

SBA Program Loans

On June 28, 2024, we received notice that the SBA had forgiven all of the $ 97,000 BLEST Paycheck Protection Program (PPP) loan.

On February 7, 2022, we received notice that the SBA had forgiven $ 174,000 of the ONM Environmental $ 217,000 PPP loan.

As of September 30, 2024 , the outstanding balance on this loan totals $ 43,000 .

The partial forgiveness decision has been appealed, and during such time, loan payments are deferred.

As of March 31, 2025 , and December 31, 2024, the outstanding balance on this loan totaled $ 43,000 .

In July 2020, ONM Environmental received an Economic Injury Disaster Loan (EIDL) 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.

As of September 30, 2024 , the balance of this loan totals $ 145,000 .

As of March 31, 2025 , and December 31, 2024, the balance of this loan totaled $ 143,000 and $ 144,000 , respectively.

BIOLARGO, INC.

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Payment of Officer Salaries

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.

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.

On September 30, 2023, two officers agreed to convert an aggregate $ 12,000 of accrued and unpaid salary into 69,563 shares of our common stock at $ 0.17 per share.

On June 30, 2023, an officer agreed to convert an aggregate $ 12,000 of accrued and unpaid salary into 68,541 shares of our common stock at $ 0.18 per share.

On March 31, 2023, an officer agreed to convert an aggregate $ 6,000 of accrued and unpaid salary into 30,747 shares of our common stock at $ 0.20 per share.

During the three months ended March 31, 2025 , we issued 11,250 shares of our common at $ 0.28 per share in lieu of $ 3,000 of accrued and unpaid obligations to an officer.

We did not issue any shares of our common stock to officers during the three months ended March 31, 2024

Payment of Consultant and Vendor Fees

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 to consultants and vendors.

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 to consultants and vendors.

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 to consultants and vendors.

On September 30, 2023, we issued 146,123 shares of our common stock at $ 0.17 per share in lieu of $ 25,000 of accrued and unpaid obligations to consultants and vendors.

On June 30, 2023, we issued 352,370 shares of our common stock at $ 0.18 per share in lieu of $ 63,000 of accrued and unpaid obligations to consultants and vendors.

On March 31, 2023, we issued 899,743 shares of our common stock at $ 0.20 per share in lieu of $ 201,000 of accrued and unpaid obligations to consultants and vendors.

During the three months ended March 31, 2025 , we issued 209,080 shares of our common at $ 0.28 per share in lieu of $ 58,000 of accrued and unpaid obligations to consultants and vendors.

During the three months ended March 31, 2024 we issued 288,997 shares of our common at $ 0.20 per share in lieu of $ 83,000 of accrued and unpaid obligations to consultants and vendors.

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.

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Stock Option Expense

During the three and nine months ended September 30, 2024 , we recorded an aggregate $ 237,000 and $ 1,264,000 , and during the three and nine months ended September 30, 2023 , we recorded an aggregate $ 725,000 and $ 1,269,000 , in selling general and administrative expense related to the issuance of stock options.

During the three months ended March 31, 2025 , we recorded an aggregate $ 615,000 and during the three months ended March 31, 2024 , we recorded an aggregate $ 488,000 , in selling general and administrative expense related to the issuance of stock options.

We issued options through our 2024 Equity Incentive Plan, our 2018 Equity Incentive Plan, and outside of these plans.

Included in these totals is option expense related to issuances by our subsidiary, Clyra, totaling $ 43,000 and $ 165,000 in the three and nine months ended September 30, 2024 , and $ 45,000 and $ 172,000 in the three and nine months ended September 30, 2023 .

Included in these totals is option expense related to issuances by our subsidiary, Clyra, totaling $ 206,000 three months ended March 31, 2025 , and $ 59,000 in the three months ended March 31, 2024 .

2024 Equity Incentive Plan

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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.

As of September 30, 2024 , 50,000,000 shares are authorized under the plan, and 46,517,730 remain available for grant.

Activity for our stock options under the 2024 Plan during the nine months ended September 30, 2024 , is as follows:

As of March 31, 2025 , 42,000,000 shares are authorized under the plan, and 34,481,542 remain available for grant.

Activity for our stock options under the 2024 Plan during the three months ended March 31, 2025 , is as follows:

Options outstanding

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Balance, December 31, 2023

Granted (No shares were granted in the three months March 31, 2024)

Balance, March 31, 2024

Balance, December 31, 2024

5,493,920 $ 0.23

Balance, September 30, 2024

2,024,538 $ 0.28

Balance, March 31, 2025

7,518,458 $ 0.24 9.6 $ 299,000

Vested, September 30, 2024

( 2,357,787 ) $ 0.24

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.23 at September 30, 2024 .

The options granted to purchase 3,482,270 shares during the nine months ended September 30, 2024 with an aggregate fair value of $ 782,000 were issued to board of directors, employees and consultants:

Vested balance, March 31, 2025

5,160,671 $ 0.24 9.6 $ 197,000

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.28 at March 31, 2025 .

The options granted to purchase 2,024,538 shares during the three months ended March 31, 2025 with an aggregate fair value of $ 491,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 334,820 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

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All stock option expense is recorded on our condensed consolidated statement of operations as selling, general and administrative expense.

As of September 30, 2024 , there remains $ 276,000 of stock option expense to be expensed over the next four years.

As of March 31, 2025 , there remains $ 500,000 of stock option expense to be expensed over the next four years.

Extension of Agreement with Chief Financial Officer

On January 31, 2025, the Engagement Agreement with our Chief Financial Officer Charles K.

Dargan, II automatically extended for a one -year period to expire January 31, 2026 ( the “2025 - 26 Term”).

As the sole compensation for the 2025 - 26 Term, Mr.

Dargan was issued an option (“Option”) to purchase 300,000 shares of the Company’s common stock.

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.

The Option is exercisable at $ 0.2536 per share, the closing price of BioLargo’s common stock on the last trading day of January 2025, expires ten years from the grant date, and was issued pursuant to the Company’s 2024 Equity Incentive Plan.

On August 13, 2024, we and our Chief Financial Officer Charles K.

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Our Board of Director’s Compensation Committee administers this plan.

As plan administrator, the Compensation Committee has sole discretion to set the price of the options.

The plan authorizes the following types of awards:

(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.

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.

As of September 30, 2024 , the 2018 Plan is closed to further stock option grants.

As of June 30, 2024, the 2018 Plan closed to further stock option grants.

The 2018 Plan closed with 9,343,614 shares unissued.

Activity for our stock options under the 2018 Plan during the nine months ended September 30, 2024 , and 2023 , is as follows:

Activity for our stock options under the 2018 Plan during the three months ended March 31, 2025 , and 2024 , is as follows:

Options outstanding

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1,547,938 $ 0.30

( 485,000 ) $ 0.15

Balance, September 30, 2024

Balance, March 31, 2024

42,656,386 $ 0.19

( 5,025,052 ) $ 0.20

Vested, September 30, 2024

Vested Balance, March 31, 2024

37,631,334 $ 0.19

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( 566,951 ) $ 0.16

Balance, September 30, 2023

Balance, March 31, 2025

41,604,435 $ 0.19 6.6 $ 3,823,000

( 2,942,091 ) $ 0.22

Vested Balance, September 30, 2023

Vested balance, March 31, 2025

38,662,344 $ 0.19 6.5 $ 3,607,000

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.23 at September 30, 2024.

The options granted to purchase 1,547,938 shares during the nine months ended September 30, 2024 with an aggregate fair value of $ 418,000 were issued to board of directors, employees and consultants:

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.28 at March 31, 2025

During the three months ended March 31, 2025 , an option holder elected to exercise 566,951 options using the cashless exercise option in exchange for 265,800 shares of our common stock.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025 , there remains $ 493,000 of stock option expense to be expensed over the next four years.

The options granted to purchase 1,547,938 shares during the three months ended March 31, 2024 with an aggregate fair value of $ 418,000 were issued to board of directors, employees and consultants:

(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;

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the fair value of these options totaled $ 173,000 .

All stock option expense is recorded on our condensed consolidated statement of operations as selling, general and administrative expense.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024 , there remains $ 626,000 of stock option expense to be expensed over the next four years.

The options granted to purchase 8,219,920 shares during the nine months ended September 30, 2023 with an aggregate fair value of $ 1,370,000 were issued to an officer, board of directors, employees and a consultant.

The exercise price for all options were issued on their respective grant date of March 31, 2023 ( $ 0.20 per share) and June 30, 2023 ( $ 0.18 per share) and September 30, 2023 ( $ 0.17 per share):

(i) we issued options to purchase 1,565,858 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

the fair value of these options totaled $266,000;

(ii) we issued options to purchase 1,784,140 shares of our common stock to employees as part of an employee retention plan;

the fair value of employee retention plan options totaled $ 306,000 and will vest quarterly over four years as long as they are retained as employees;

(iii) we issued options to purchase 4,069,922 shares of our common stock to consultants in lieu of cash and for expiring options totaling $ 657,000 , and (iv) we issued 800,000 options to our Chief Financial Officer with a fair value of $ 141,000 (see “Chief Financial Officer Contract Extension” immediately below).

Of the 800,000 issued to the CFO, 500,000 were issued for expiring options.

All stock option expense is recorded on our condensed consolidated statement of operations as selling, general and administrative expense.

All stock option expense is recorded on our consolidated statement of operations as selling, general and administrative expense.

2007 Equity Incentive Plan

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As of September 2017, the Plan was closed to further stock option grants.

Activity for our stock options under the 2007 Plan for the nine months ended September 30, 2024 and 2023 is as follows:

Activity for our stock options under the 2007 Plan for the three months ended March 31, 2025 and 2024 is as follows:

BIOLARGO, INC.

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1,564,085 $ 0.61

( 406,585 ) $ 0.61

Vested Balance, September 30, 2024

Balance, March 31, 2024

1,564,085 $ 0.61

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1,157,500 $ 0.53

( 340,000 ) $ 0.30

Vested Balance, September 30, 2023

Balance, March 31, 2025

1,157,500 $ 0.53 0.8 $ —

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.23 at September 30, 2024 .

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.28 at March 31, 2025 .

Non-Plan Options

Activity of our non-plan stock options issued for the nine months ended September 30, 2024 and 2023 is as follows:

Activity of our non-plan stock options issued for the three months ended March 31, 2025 and 2024 is as follows:

Non-plan Options outstanding

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( 275,376 ) $ 0.44

( 865,199 ) $ 0.51

( 463,882 ) $ 0.17

Balance, September 30, 2024

Balance, March 31, 2024

17,099,668 $ 0.39

( 1,056,177 ) $ 0.26

Vested, September 30, 2024

Vested Balance, March 31, 2024

16,043,491 $ 0.40

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32,143 $ 0.28

( 1,205,550 ) $ 0.30

Balance, September 30, 2023

Balance, March 31, 2025

15,719,785 $ 0.39 2.2 $ 243,000

( 218,750 ) $ 0.44

Vested Balance, September 30, 2023

Vested balance, March 31, 2025

15,501,035 $ 0.39 2.2 $ 243,000

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.23 at September 30, 2024 .

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.28 at March 31, 2025 .

BIOLARGO, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the nine months ended September 30, 2024 , we issued options to purchase an aggregate 85,251 shares of our common stock 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.

As of September 30, 2024 , there remains $ 109,000 of stock option expense to be expensed over the next three years.

During the nine months ended September 30, 2024, investors exercised stock options and we received $ 153,000 of proceeds and issued 463,882 shares of our common stock.

During the nine months ended September 30, 2023, we issued options to purchase an aggregate 60,040 shares of our common stock at $ 0.20 per share to vendors for fees for services.

During the three months ended March 31, 2025 , we issued options to purchase an aggregate 32,143 shares of our common stock at $ 0.28 per share to vendors for fees for services.

The fair value of the options issued totaled an aggregate $ 8,000 and is recorded in our selling, general and administrative expense.

As of March 31, 2025 , there remains $ 55,000 of stock option expense to be expensed over the next one year.

During the three months ended March 31, 2024, we did not issue options out of plan.

We have certain warrants outstanding to purchase our common stock, at various prices, as described in the following table:

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( 406,278 ) $ 0.37

Vested Balance, September 30, 2024

Vested Balance, March 31, 2024

53,802,444 $ 0.26

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( 316,504 ) $ 0.12

( 11,313,584 ) $ 0.23

Vested Balance, September 30, 2023

Vested Balance, March 31, 2025

31,299,112 $ 0.29 2.2 $ 708,000

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.23 at September 30, 2024 .

During the nine months ended September 30, 2024 , investors exercised warrants to purchase 3,278,337 shares of our common stock, and we received $ 756,000 in proceeds.

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.28 at March 31, 2025 .

Warrants issued in Unit Offerings

During the nine months ended September 30, 2024 , pursuant to our Unit Offerings (see Note 3 ), we issued six -month stock purchase warrants to purchase an aggregate 454,547 shares of our common stock at $ 0.33 per share, and five -year stock purchase warrants to purchase an aggregate 454,547 shares of our common stock at $ 0.33 per share, in conjunction with the sale of stock to investors in our Unit Offerings (see Note 3 ).

During the three months ended March 31, 2024, we issued six -month stock purchase warrants to purchase an aggregate 1,394,737 shares of our common stock at $ 0.23 per share, and five -year stock purchase warrants to purchase an aggregate 1,394,737 shares of our common stock at $ 0.29 per share, in conjunction with the sale of stock to investors in our Unit Offerings (see Note 3 ).

In addition to warrants issued to investors, we issued five -year stock purchase warrants to purchase an aggregate 428,948 shares of our common stock at $ 0.19 per share as commissions.

The relative fair value of the warrant component of the units sold to investors totaled $ 201,000 .

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 nine months ended September 30, 2023, pursuant to our Unit Offerings (see Note 3 ), we issued six -month stock purchase warrants to purchase an aggregate 5,234,948 shares of our common stock at $ 0.23 per share, and five -year stock purchase warrants to purchase an aggregate 5,234,948 shares of our common stock at $ 0.29 per share.

The fair value of these warrants totaled $ 913,000 .

Warrant issued in conjunction with amendment to note payable

On March 6, 2023, we entered into an agreement with the holder of a $ 50,000 note to convert that note into common stock of BETI.

As payment for interest, a warrant to purchase 200,000 shares of BioLargo common stock at $ 0.21 was issued to the investor, expiring five years from the grant date.

The fair value of this warrant totaled $ 30,000 and was recorded as interest expense on our condensed consolidated statement of operations.

During the three months March 31, 2024, investors exercised warrants to purchase 406,278 shares of our common stock, and we received $ 75,000 in proceeds.

We did not issue any warrants in conjunction with unit offerings in the three months ended March 31, 2025 .

BIOLARGO, INC.

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Expected life in years

.5 – 5 .5 – 5

The risk-free interest rate is based on U.S.

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Accounts Payable and Accrued Expenses

As of September 30, 2024 , accounts payable and accrued expenses included the following (in thousands):

As of March 31, 2025 , accounts payable and accrued expenses included the following (in thousands):

BioLargo Canada

Intercompany amounts

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As of December 31, 2024 , accounts payable and accrued expenses included the following (in thousands):

BioLargo Canada

Intercompany amounts

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12 68 40 — — — — 120

Accrued interest

25 — — — — — — 25

See Note 8, “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

Amounts owed by ONM Environmental are comprised primarily of amounts owed to suppliers for goods and were not yet required to be paid as of the period end date.

Noncontrolling Interest – Clyra Medical

As discussed in Note 2 above, we consolidate the operations of our partially owned subsidiary Clyra Medical.

Debt Obligations of Clyra Medical

Promissory Note

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.

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.

Amounts owed by ONM Environmental are comprised primarily of amounts owed to trade vendors for goods or services and were not yet required to be paid as of the period end date.

BIOLARGO, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Noncontrolling Interest – Clyra Medical

As discussed in Note 2 above, we consolidate the operations of our partially owned subsidiary Clyra Medical.

Debt Obligations of Clyra Medical

Secured Promissory Notes

During the three months ended March 31, 2025, Clyra issued secured promissory notes in the aggregate amount of $ 390,000 , the funds of which were used to purchase equipment for at-scale manufacture of its products.

The notes bear interest at the rate of 15 % per annum, mature on December 31, 2026, require interest-only payments until maturity, and may be pre-paid at any time.

Each investor received a warrant to purchase the number of Clyra common shares equal to the face amount of the note divided by six, at an exercise price of $ 6.00 per share, expiring December 31, 2029.

As of March 31, 2025 and December 31, 2024 the balance outstanding totals $ 1,254,000 and $ 840,000 .

Convertible Promissory Notes

During the three months ended March 31, 2025, Clyra issued convertible promissory notes in the aggregate amount of $ 200,000 .

The notes bear interest at the rate of 10 % per annum, mature two years after the issuance date, require interest-only payments until maturity, and may be pre-paid at any time.

The notes may be converted at $ 6.00 per share by the holder at any time, and by Clyra upon the occurrence of certain events which have been satisfied as of May 15, 2025.

Each investor received a warrant to purchase the number of Clyra common shares equal to the face amount of the note divided by six, at an exercise price of $ 7.50 per share, expiring August 1, 2027.

As of March 31, 2025 the balance outstanding totals $ 200,000 .

During the three months ended March 31, 2025, Clyra issued three -year warrants as part of the debt obligations to purchase 98,333 shares of Clyra common stock at an exercise price of $ 6.00 and $ 7.50 per share.

The fair value of these warrants issued totaled $ 69,000 and is recorded as a debt discount and will be amortized to interest expense over the term of the debt obligation.

The Black-Scholes model is used to calculate the initial fair value, during the three months ended March 31, 2025 and 2024 , we used a stock price on the date of gr ant of $ 4.50 per share.

Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.

Line of Credit

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On January 9, 2023, Vernal elected to convert Clyra shares into 527,983 shares of BioLargo common stock.

As of September 30, 2024 , the balance outstanding on this line of credit totals $ 134,000 .

As of March 31, 2025 and December 31, 2024 the balance outstanding on this line of credit totals $ 134,000 .

The interest rate on this line of credit is 15 %.

Equity Transactions

On December 15, 2023, Clyra filed a Certificate of Conversion with the Delaware Secretary of State, formally changing its corporate domicile from California to Delaware.

In association with the change, for each one share of common stock of the California corporation, 100 shares of the Delaware corporation were issued.

All share numbers stated herein, regardless of date, reflect the foregoing 1 -for- 100 stock split.

During the three months ended September 30, 2024 , Clyra issued 2,730 shares in lieu of cash totaling $ 37,000 , to a vendor for services performed.

During the three months ended June 30, 2024, Clyra issued 2,730 shares in lieu of cash totaling $ 14,000 , to a vendor for services performed.

During the three months ended March 31, 2024, Clyra issued 27,600 shares of its common stock at $ 2.71 per share as per a development agreement.

The fair value totaled $ 52,000 and recorded as part of research and development expense on our condensed consolidated statements of operations.

Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.

As of September 30, 2024 , Clyra had 10,452,377 shares issued and outstanding, of which 746,418 were Series A Preferred shares.

As of March 31, 2025 , Clyra had 10,599,694 shares issued and outstanding, of which 746,418 were Series A Preferred shares.

As of December 31, 2024 , Clyra had 10,544,527 shares issued and outstanding, of which 746,418 were Series A Preferred shares.

As of September 30, 2024 , and December 31, 2023 , of the outstanding amount, BioLargo owned 5,471,156 and 5,322,775 , respectively, common shares and 165,765 Series A Preferred shares.

As of March 31, 2025 , and December 31, 2024 , of the outstanding amount, BioLargo owned 5,322,775 , common shares and 165,765 Series A Preferred shares.

BioLargo Conversion of Intercompany Balances

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Sales of Common Stock

During the nine months ended September 30, 2024 , Clyra sold 297,397 shares of its common stock, and issued warrants to purchase 146,083 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from five accredited investors.

During the three months ended March 31, 2025 , Clyra sold 49,167 shares of its common stock, and issued 24,584 warrants to purchase shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from five accredited investors.

In exchange, it received $ 295,000 in gross proceeds.

During the nine months ended September 30, 2023 , Clyra did not sell shares of its common stock.

The relative fair value of these warrants totaled $ 38,000 .

On March 31, 2025 , Clyra issued 6,000 shares in lieu of cash totaling $ 36,000 , to a vendor for services performed and issued a warrant to purchase 3,000 shares of its common stock at $ 6.00 per share, expiring 5 years from the grant date.

The relative fair value of these warrants totaled $ 5,000 .

During the three months ended March 31, 2024, Clyra sold 95,000 shares of its common stock, and issued warrants to purchase 47,500 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from five accredited investors.

In exchange, it received $ 475,000 in gross proceeds.

The relative fair value of these warrants totaled $ 57,000 .

Sales of Series A Preferred Stock

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Accrued dividends may be converted to common stock at a conversion rate of $ 3.10 per share.

As of September 30, 2024 and December 31, 2023 , the Preferred Series A accrued and unpaid dividend totaled $ 503,000 and $241,000, respectively.

As of March 31, 2025 and December 31, 2024 , the Preferred Series A accrued and unpaid dividend totaled $ 676,000 and $ 590,000 , respectively.

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.

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25,833 $ 4.05

Vested Balance, September 30, 2024

Balance, March 31, 2024

1,504,755 $ 0.38

( 12,300 ) $ 2.71

Vested Balance, March 31, 2024

1,492,455 $ 1.20

Balance, December 31, 2024

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25,332 $ 4.50

Vested Balance, September 30, 2023

Balance, March 31, 2025

2,002,195 $ 1.04 6.8

( 250,000 ) $ 0.01

Vested Balance, March 31, 2025

1,752,195 $ 1.19 6.3

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis.

The fair value of the options issued totaled $ 131,000 in the nine months ended September 30, 2024 , and $ 172,000 in the nine months ended September 30, 2023 .

The Black-Scholes model is used to calculate the initial fair value, during the nine months ended September 30, 2024 and 2023 , we used a stock price on the date of gr ant of $ 4.50 and $2.

71 per share, respectively.

The fair value of the options issued totaled $ 206,000 in the three months ended March 31, 2025 , and $ 59,000 in the three months ended March 31, 2024 .

The Black-Scholes model is used to calculate the initial fair value, during the three months ended March 31, 2025 and 2024 , we used a stock price on the date of gr ant of $ 4.50 per share.

Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.

September 30, 2024

December 31, 2023

March 31, 2025

March 31, 2024

Risk free interest rate

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Expected volatility

43 - 49 % 40 - 49 %

Expected dividend yield

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47,500 $ 7.50

Vested Balance, September 30, 2024

Vested Balance, March 31, 2024

797,411 $ 3.96

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1,183,182 $ 4.84

Vested Balance, September 30, 2023

125,917 $ 6.40

As part of the Clyra unit offering, it issued three -year warrants to purchase 146,083 shares of Clyra common stock at an exercise price of $ 7.50 per share.

The fair value of these warrants issued totaled $ 156,000 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.

The Black-Scholes model is used to calculate the initial fair value, during the nine months ended September 30, 2024 and 2023 , we used a stock price on the date of gr ant of $ 4.50 and $2.

71 per share, respectively.

Because Clyra is a private company with no secondary market for its common stock, the resulting fair value was discounted by 30 %.

Vested Balance, March 31, 2025

1,309,099 $ 4.99 2.4

Accounts Payable and Accrued Expenses

At September 30, 2024 , and December 31, 2023 , Clyra had the following accounts payable and accrued expenses (in thousands):

At March 31, 2025 , and December 31, 2024 , Clyra had the following accounts payable and accrued expenses (in thousands):

Accounts payable

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Accrued payroll

Accrued interest

$ 1,042 $ 867

Sale and leaseback of equipment

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.

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.

The obligations of the Note are secured by the equipment pursuant to a security agreement.

At the end of the lease term, Clyra has the option to purchase the equipment for $ 82,000 .

Concurrently, Clyra leased the equipment for a 49 -month term.

The remaining lease payments total $ 427,000 .

December 31, 2025

December 31, 2026

December 31, 2027

December 31, 2028

Total minimum lease payments

Less imputed interest

Total finance lease liabilities

BIOLARGO, INC.

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The profit interest and option shares are subject to a five -year vesting schedule tied to the performance of the subsidiary.

As of September 30, 2024 and December 31, 2023, Class B members have earned 22.5 % profit interest.

As of March 31, 2025 and December 31, 2024, Class B members have earned 26 % profit interest.

BioLargo Energy Technologies, Inc.

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BioLargo purchased 9,000,000 shares of its common stock upon its formation and was initially its sole stockholder.

During the nine months ended September 30, 2024 , BETI sold 20,000 shares of its common stock at $ 2.50 per share to one accredited investor and received $ 50,000 in gross proceeds.

No shares of common stock of BETI were sold during the three months ended March 31, 2025 , During the three months ended March 31, 2024, BETI sold 20,000 shares of its common stock at $ 2.50 per share to one accredited investor and received $ 50,000 in gross proceeds.

The investor 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.

Elections must be made prior to December 31, 2025.

During the nine months ended September 30, 2024 , an investor elected to convert 50,000 shares of BETI common stock, based on the volume weighted average price of BioLargo common stock for the 30 business days preceding the election, into 378,788 shares of BioLargo common stock.

As of September 30, 2024 , BETI had 9,487,000 issued and outstanding shares, of which BioLargo holds 9,100,000 .

During the three months ended September 30, 2023, BETI sold 10,000 shares of its common stock to one accredited investor and received $ 25,000 in gross and net proceeds.

During the nine months ended September 30, 2023, BETI sold 467,000 shares of its common stock to 16 accredited investors, and in exchange received gross and net proceeds totaling $ 1,005,000 .

Of that amount, $ 100,000 in shares were purchased by BioLargo.

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.

Elections must be made prior to June 30, 2025.

As of March 31, 2025 , BETI had 9,487,000 issued and outstanding shares, of which BioLargo holds 9,070,000 .

BIOLARGO, INC.

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BETI and Clyra Medical have also been funded by third party investors who invest directly in exchange for equity ownership in that entity.

The segment information for the three and nine months ended September 30, 2024 , and 2023 , is as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

The segment information for the three months ended March 31, 2025 , and 2024 , is as follows (in thousands):

Three Months Ended March 31,

ONM Environmental

$ 2,803 $ 4,575

824 843 2,439 1,742

BioLargo Canada

Clyra Medical

Intersegment revenue

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( 17 ) ( 19 )

( 17 ) ( 28 ) ( 53 ) ( 47 )

Clyra Medical

$ ( 42 ) $ ( 36 )

$ ( 39 ) $ ( 46 ) $ ( 115 ) $ ( 94 )

Research and development expense

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$ ( 248 ) $ ( 314 )

ONM Environmental

( 244 ) ( 352 )

( 60 ) ( 80 )

( 133 ) ( 537 ) ( 346 ) ( 840 )

BioLargo Canada

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$ ( 791 ) $ ( 784 )

$ ( 690 ) $ ( 694 ) $ ( 2,098 ) $ ( 1,846 )

Operating income (loss)

5 unchanged sentences

( 58 ) ( 66 )

( 59 ) — ( 174 ) —

BioLargo Canada

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BioLargo corporate

$ ( 3 ) $ ( 3 ) $ ( 6 ) $ ( 43 )

ONM Environmental

13 ( 1 ) 16 ( 5 )

Clyra Medical

$ ( 65 ) $ ( 12 )

BioLargo Canada

$ 1 $ ( 12 ) $ ( 12 ) $ ( 72 )

BIOLARGO, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2024

As of March 31, 2025

BioLargo Canada

Tangible assets

$ 632 $ 6,163 $ 850 $ 1,546 $ 41 $ — $ 111 $ ( 248 ) $ 9,095

Right of use operating lease

Operating lease right-of use

316 — 649 — — — — — 965

Finance lease right-of-use

— — — 435 — — — — 435

Investment in South Korean joint venture

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As of December 31, 2024

BioLargo Canada

Tangible assets

$ 775 $ 5,879 $ 790 $ 1,696 $ 46 $ — $ 104 $ ( 234 ) $ 9,056

Right of use operating lease

Operating lease right-of use

333 — 659 — — — — — 992

Finance lease right-of-use

— — — 451 — — — — 451

Investment in South Korean joint venture

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W e have long-term operating leases for office, industrial and laboratory space in Westminster, California, Oak Ridge, Tennessee, and Alberta, Canada.

Payments made under operating leases are charged to the Consolidated Statement of Operations and Comprehensive Loss on a straight-line basis over the term of the operating lease agreement.

Payments made under operating leases are charged to the condensed consolidated statement of operations and comprehensive loss on a straight-line basis over the term of the operating lease agreement.

Short-term leases less than one -year are not included in our analysis.

For the three and nine months ended September 30, 2024 , rental expense totaled $ 92,000 and $ 268,000 ;

for the three and nine months ended September 30, 2023 , rental expense totaled $ 88,000 and $ 254,000 .

For the three months ended March 31, 2025 , rental expense totaled $ 100,000 ;

for the three months ended March 31, 2024 , rental expense totaled $ 88,000 .

The lease of our Westminster facility expires August 2028.

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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.

As of September 30, 2024 , the weighted average remaining lease term for our operating leases was seven years and the total remaining operating lease payments is $ 1,836,000 .

As of March 31, 2025 , the weighted average remaining lease term for our operating leases was six years and the total remaining operating lease payments is $ 1,002,000 .

Future minimum lease payments under noncancelable leases, reconciled to the Company’s discounted operating lease liabilities are as follows:

December 31, 2025

31,000 39,000 70,000

December 31, 2026

125,000 157,000 282,000

December 31, 2027

129,000 160,000 289,000

December 31, 2028

133,000 163,000 296,000

December 31, 2029

79,000 166,000 245,000

— 654,000 654,000

Total minimum lease payments

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Less imputed interest

( 111 ) ( 583 ) ( 694 )

Total operating lease liabilities

$ 324 $ 678 $ 1,002

Subsequent Events

The Company has evaluated subsequent events through the date of the filing of this Quarterly Report and report the following.

Stock Issuances

From October 1, 2024, through November 12, 2024, we issued 15,625 shares of our common stock to vendors in exchange for reduction in payables.

Clyra Equipment Refinance

From October 1, 2024, through November 12, 2024, Clyra issued promissory notes in the aggregate amount of $ 990,000 , used to purchase and secured by equipment for at-scale production of its wound irrigation solution products.

The notes bear interest at the rate of 15 % per annum, mature in two years, and require interest-only payments until maturity.

Clyra issued warrants to purchase an aggregate 165,000 shares at $ 6.00 per shares to the investors.

Clyra Sale of Common Stock

From October 1, 2024, through November 12, 2024, Clyra sold 106,668 shares of common stock for $ 6.00 a share, and issued warrants to the investor to purchase an aggregate 53,337 shares at a price of $ 7.50 per share.

Subsequent to March 31, 2025, we issued 15,000 shares of our common stock to vendors in exchange for reduction in payables, sold 1,065,398 shares of our common stock to Lincoln Park (see Note 3 ), and received $ 232,594 in gross and net proceeds, and issued 265,800 shares pursuant to stock option exercises.

Clyra Medical - Secured Promissory Notes

Subsequent to March 31, 2025, , Clyra issued a secured promissory note in the amount of $ 21,000 , the funds of which were used to purchase equipment for at-scale manufacture of its products.

The note bears interest at the rate of 15 % per annum, matures on December 31, 2026, requires interest-only payments until maturity, and may be pre-paid at any time.

The investor received a warrant to purchase the number of Clyra common shares equal to the face amount of the note divided by six, at an exercise price of $ 6.00 per share, expiring December 31, 2029.

Clyra Medical - Convertible Promissory Notes

Subsequent to March 31, 2025, Clyra issued a convertible promissory note in the amount of $ 50,000 .

The note bears interest at the rate of 10 % per annum, matures two years after the issuance date, requires interest-only payments until maturity, and may be pre-paid at any time.

The note may be converted at $ 6.00 per share by the holder at any time, and by Clyra upon the occurrence of certain events which have been satisfied as of May 15, 2025.

The investor received a warrant to purchase the number of Clyra common shares equal to the face amount of the note divided by six, at an exercise price of $ 7.50 per share, expiring August 1, 2027.

Management ’ s Discussion and Analysis of Financial Condition and Results of Operations

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Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of September 30, 2024, unless expressly stated otherwise, and we undertake no duty to update this information.

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of March 31, 2025, unless expressly stated otherwise, and we undertake no duty to update this information.

When we refer in this report to “BioLargo,” the “Company,” “our Company,” “we,” “us” and “our,” we mean BioLargo, Inc., and our subsidiaries, including BioLargo Life Technologies, Inc., which holds our intellectual property;

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BioLargo is in the business of creating new cleantech technologies to solve tough, globally relevant problems.

We invent, develop, then commercialize disruptive technologies to tackle challenges in air quality, water, environmental engineering, battery energy storage, and advanced antimicrobial medical device platforms.

We invent, develop, then commercialize technologies that tackle difficult challenges in air quality, water, environmental engineering, battery energy storage, and advanced antimicrobial medical device platforms.

Our model is to invent new technologies that solve specific problems, develop them and prove they work, and then commercialize them with purpose-suited subsidiaries, identify and secure the right partnerships to increase their commercial reach, or potentially sell the intellectual property.

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We care about making technologies that are affordable and flexible enough to be accessed around the world.

And we care about being the best at what we do – creating best-in-class technologies to solve big, tough cleantech challenges.

And we care about being the best at what we do – creating best-in-class technologies to solve meaningful cleantech challenges.

Some of our areas of focus include environmental problems like PFAS contamination, water pollution by pharmaceuticals and micropollutants, air pollution by VOCs, hard-to-treat odors from landfills and sewage plants, infection and wound healing and the creation of energy storage systems that are more affordable, efficient, safer and environmentally friendly.

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Odor and VOC control products, including consumer products, such as the Pooph-branded pet-odor control product, and our industrial odor control product, CupriDyne Clean Industrial Odor Eliminator, sold by our subsidiary ONM Environmental, Inc.;

Water treatment equipment and solutions, including our PFAS removal system the Aqueous Electrostatic Concentrator (AEC), our water reuse and recycling technology co-developed with Garratt-Callahan called AROS, and our micro-pollutant treatment and energy-efficient disinfection solution, the AOS, all sold by our subsidiary BioLargo Equipment Solutions & Technologies, Inc.;

Water treatment equipment and solutions, including our PFAS remediation system the Aqueous Electrostatic Concentrator (AEC), our water reuse and recycling technology co-developed with Garratt-Callahan called AROS, and our pharmaceutical removal and energy-efficient disinfection solution, the AOS, all sold by our subsidiary BioLargo Equipment Solutions & Technologies, Inc.;

Battery energy storage system solutions under the brand name Cellinity TM being developed by our partially owned (96% subsidiary BioLargo Energy Technologies, Inc.;

Medical products based on our technologies, including the FDA-cleared Bioclynse surgical wound irrigation solution sold by our partially owned (52%) subsidiary Clyra Medical Technologies, Inc.;

Medical products based on our technologies sold by our partially owned (52%) subsidiary Clyra Medical Technologies, Inc.;

Our professional engineering services division, which, in addition to serving outside clients on a fee for service basis, supports our internal business units, through our partially owned (74%) subsidiary BioLargo Engineering, Science & Technologies, LLC ("BLEST");

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("ONM") is BioLargo’s wholly-owned subsidiary that delivers robust and comprehensive products and services to control and mitigate odor and VOCs for both consumer and industrial applications.

Its flagship product – CupriDyne® Clean – is applied to odor-emitting masses such as landfills and composting facilities by misting systems, sprayers, water trucks and similar water delivery systems designed, manufactured and installed by ONM.

It is also sold to third parties under private label brands, including for consumer brands such as the "Pooph pet odor eliminator".

Pooph - Consumer Private-Label Products

ONM sells privately labeled odor-control products based on our technologies to third parties who market and sell the products under their own brand names.

The most successful of these products is the "Pooph" branded pet odor control product sold by Pooph Inc.

both directly to consumers and to national and regional retailers including Walmart, Amazon, Home Depot, Ace Hardware, Chewy.com, Target, Ralphs, PetCo, PetSmart, and others.

Pooph is advertised on television nationally, and is expanding its product lines to other products based on our odor technologies.

We sell privately labeled odor-control products based on our technologies to third parties who market and sell the products under their own brand names.

The most successful thus far is the Pooph branded pet odor control product sold through national retailers including Walmart, Amazon, PetSmart, PetCo, and Chewy.com by Pooph Inc.

In addition to purchasing product from us at an agreed-upon manufacturing margin, Pooph Inc.

pays us six percent royalty on their sales in exchange for exclusive rights to our technology for pet odors.

During the three and nine months ended September 30, 2024, revenues from sales to Pooph comprised 76% and 78% of our company-wide revenue.

The success of Pooph is an example of our strategy of developing distribution channels that do not rely on our in-house sales and distribution infrastructure, and do not require our investment in marketing dollars.

We continue to explore potential partnerships and products along these lines with other parties, and to support existing private label products.

If Pooph sells their brand to a third party, we would receive 20% of the exit value.

During the year ended December 31, 2024, revenues from sales to Pooph comprised 77% of our company-wide revenue;

during the three months ended March 31, 2025, it comprised 79% of our revenue.

The success of Pooph is an example of our goal to develop distribution channels that do not rely on our in-house sales and distribution infrastructure.

While Pooph is by far the company’s most successful private label product, we sell other private label odor-control products and continue to pursue related business opportunities as a means of tapping into new odor control markets.

Industrial Odor and VOC Solutions

We believe ONM's industrial odor control product, CupriDyne Clean, is the number-one performing industrial odor-control product in the market, and that it offers substantial savings to our customers compared with competing products.

We have been and expect to continue selling product to municipalities and some of the largest solid waste handling companies in the country, with a portion of chemistry product sales resulting from national purchasing agreements (NPAs).

ONM Environmental continues to focus on securing more contracts with existing customers and developing business with new customers.

ONM Environmental holds General Engineering, Electrical, Plumbing and Low Voltage contractor licenses issued by the California Contractors State License Board, and offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries.

We believe CupriDyne® Clean is the number-one performing industrial odor-control product in the market, and that it offers substantial savings to our customers compared with competing products.

We have been and expect to continue selling product to municipalities and some of the largest solid waste handling companies in the country to help control odors emitted from waste handling and sanitation sites.

ONM Environmental offers a menu of services to landfills, transfer stations, wastewater treatment facilities as well as facilities in non-waste related industries.

These services include engineering design, construction, installation, ongoing maintenance and on-site support services to assist our clients in the implementation and continued use of the various systems that deliver our liquid products in the field (such as misting systems).

South Korean Joint Venture

In 2020, we partnered with a leading wastewater treatment solution provider based in South Korea in a joint venture to commercialize our CupriDyne Clean products in South Korea.

We own 40% of the joint venture.

Although the joint venture established manufacturing and is marketing the product, the pandemic significantly impacted the expected growth of the company.

While the local management team continues to market the product to industrial clients, their efforts have struggled to gain a foothold.

We are not obligated to contribute additional funds to the venture, and cannot predict its future success.

A significant portion of industrial odor control product and service revenue comes from ongoing contracts with cities and counties in Southern California, where ONM has installed comprehensive odor control systems to mitigate nuisance odors emitted from municipal waste handling and sanitation sites.

BioLargo Equipment Solutions & Technologies – Innovative Water Treatment Solutions

Over the years, we have developed multiple innovative technologies and equipment platforms that focus on challenging issues in the water treatment industry, including the AOS technology (developed to remove micro-pollutants), the AEC (developed to remove PFAS from water), and the AROS water reuse technology (co-developed with Garratt-Callahan), for applications to recycle cooling tower water (such as those used in data centers).

As a result of increase in interest from potential customers for our PFAS solutions, we believe we will be better able to serve this market with a uniform identity and operating unit called BioLargo Equipment Solutions & Technologies, Inc.

(“BEST”), which will manage the sales and distribution of our water treatment products and related services.

As we transition this venture from incubation to commercialization, we are focusing staff and resources we believe necessary for success.

In February, 2024, three respected and experienced veterans of the water industry joined BEST’s board of directors to assist the company in its efforts to commercialize its innovative water treatment technologies.

1) Jeffrey Kightlinger, former CEO of the Metropolitan Water District of Southern California, 2) Sally Gutierrez, retired career senior executive from the US Environmental Protection Agency, and 3) Larry Dick, former Vice Chairman of the Metropolitan Water District of Southern California and board member of the Municipal Water District of Orange County.

Over the years, we have developed multiple innovative technologies and equipment platforms that focus on challenging issues in the water treatment industry, including the AOS technology (developed to remove micro-pollutants), the AEC (developed to remove per- and polyfluoroalkyl substances, or PFAS), and the AROS water reuse technology (for industrial cooling tower water recycling such as in data centers, co-developed with Garratt-Callahan).

We sell these products through our wholly-owned subsidiary BioLargo Equipment Solutions & Technologies, Inc.

(“BEST”), which manages the sales and distribution of our water treatment products and related services.

BLEST's board of directors includes Jeffrey Kightlinger, former CEO of the Metropolitan Water District of Southern California, Sally Gutierrez, retired career senior executive from the US Environmental Protection Agency (EPA), and Larry Dick, former Vice Chairman of the Metropolitan Water District of Southern California and board member of the Municipal Water District of Orange County.

Each brings their significant and distinctive experience from decades in the water industry to BEST’s board to help the company create the necessary regulatory and industry connections that will be critical for its efforts to secure larger and more high-profile projects for its PFAS treatment and other water treatment technologies.

The sales process in the municipal and industrial water and wastewater industry is a very technically intensive process, and can be long and arduous.

The entirety of the sales cycle can be lengthy, in some cases even taking many months or in very large projects, multiple years to complete bench-scale in-house validation testing and piloting, field piloting, project scoping and bidding, and contracting, before a project starts.

The process is also very engineering-intensive, and therefore the staff required to secure contracts for water treatment projects need to be engineers, in most cases.

These board members have been instrumental in efforts to raise awareness of our innovative treatment solutions within the water industry and EPA.

Securing sales in the water and wastewater industry is a very technically intensive process and can be long and arduous.

The entirety of the sales cycle can be lengthy, in some cases even taking many months or, in the case of very large projects, multiple years.

A typical sales timeline for a municipal drinking water or wastewater customer, from introduction to signing the contract for a full-scale install, usually requires feasibility studies, on-site pilot projects, budget approvals, State regulatory approvals, and more.

Industrial clients may have a shorter sales cycles but are under pressure to ensure that the Return on Investment (ROI) fits into company standards, so their reviews can also be lengthy.

For any water treatment project, the process is also very engineering-intensive, and therefore the staff required to secure contracts for water treatment projects need to be engineers, in most cases.

In our company, BLEST’s engineers fill this role.

Having secured its first contract to install an AEC system to remove PFAS from drinking water, BEST has been actively in scoping and bidding water treatment projects for over a year and as a result has developed a substantial pipeline of potential projects in which customers indicate a high level of interest.

In addition, BEST regularly receives inquiries for new projects in development through the company’s network of manufacturer’s sales representatives.

It is important to note that additional staffing is needed to meet what we believe is, and will continue to be a rapidly escalating level of customer interest in our solutions.

Although BEST is primarily focused on AEC, AROS and AOS, discussed below, it offers comprehensive water treatment solutions, related equipment, and services, some of which may be manufactured by third parties and sold by BEST as an authorized distributor.

The AEC, AROS and AOS are discussed in the following sections.

AEC, a solution for the PFAS “ forever-chemicals ” crisis

One of the most significant and timely innovations in our portfolio is our per- and polyfluoroalkyl substance (PFAS) removal and collection/disposal solution we call the Aqueous Electrostatic Concentrator (AEC), a novel water treatment system that removes PFAS from water at a lower operating cost while generating only a fraction of the PFAS-laden waste of the most common currently used solutions (carbon filtration, ion exchange, and reverse osmosis).

PFAS are a group of chemicals used to make fluoropolymer coatings and products that resist heat, oil, stains, grease, and water.

Fluoropolymer coatings can be in a variety of products.

These include clothing, furniture, adhesives, food packaging, heat-resistant non-stick cooking surfaces, and the insulation of electrical wire.

PFAS are a concern because they do not break down in the environment, can move through soil and contaminate drinking water sources, and build up (bioaccumulate) in fish and wildlife.

PFAS chemicals have been linked to cancer, immune disorders, liver dysfunction, and many other human health problems, and are contained in a vast range of manufactured goods, common household products (e.g., cleaning products, cookware), and electronics, and contaminate drinking water in unsafe levels all over the globe.

One of the most significant and timely innovations in our portfolio is our per- and polyfluoroalkyl substance (PFAS) water remediation system the Aqueous Electrostatic Concentrator (AEC), a novel water treatment system that removes PFAS from water at a lower operating cost while generating only a fraction of the PFAS-laden waste of the most common currently used solutions (carbon filtration, ion exchange, and reverse osmosis).

PFAS are a group of man-made chemicals used for decades in the manufacture of both household and industrial goods, which have been detected in drinking water around the world.

PFAS are a concern because they do not break down in the environment, can move through soil and contaminate drinking water sources, and build up (bioaccumulate) in fish, wildlife and humans.

PFAS chemicals have been linked to cancer, immune disorders, liver dysfunction, and many other human health problems.

Detection of unsafe levels of PFAS around the world has given rise to a number of market opportunities for treatment and remediation technologies, including in drinking water, industrial wastewater, municipal wastewater, solid waste, organic foods and more.

On April 10, 2024, the EPA announced the final National Primary Drinking Water Regulation (NPDWR) setting maximum contaminant levels for six PFAS chemicals as low as four parts per trillion in drinking water – a standard our AEC has been shown to meet in pilot studies.

We anticipate that these new regulations will increase demand in the United States for PFAS water treatment equipment and services.

On April 19, 2024, the EPA announced it had finalized new regulations that treat two PFAS chemicals – PFOS and PFOA – as hazardous substances under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), also known as the Superfund law.

The new rules allow the EPA to hold polluters financial responsible for contaminated sites, and will also lead to these PFAS chemicals being listed as “hazardous materials” under the Hazardous Materials Transportation Act, which will require materials containing these chemicals to be transported using special protocols.

Although final rules have not been issued, in February 2024 the EPA proposed changes to the Resource Conservation and Recovery Act regulations by adding nine PFAS chemical compounds to its list of hazardous constituents in Title 40 of the Code of Federal Regulations Part 261 Appendix VIII.

Combined with the new CERCLA regulations, a final RCRA regulation of PFAS may increase the costs of the handling, transport, and disposal of PFAS-containing materials including water treatment waste.

The first draft of regulations for wastewater and leachate are expected by the end of 2024.

We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water, including performance testing that shows “non-detect” levels of removal, which meets new EPA standards.

We have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time,

As a modular system, we believe the AEC is scalable to small portable commercial units as well as very large commercial operations, and we believe that our engineering team has the experience to deliver systems to meet the needs of any sized commercial installation.

and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.

As a modular system, we believe the AEC is scalable to small commercial units used in smaller remediation projects for groundwater, wastewater, or landfill leachate, as well as large commercial installations of drinking water treatment facilities, and we believe that our engineering team has the experience to deliver systems to meet the needs of any sized commercial installation.

In order to provide a full turn-key solution for our customers, we have developed an expanded offering whereby we can bundle a service package with each customer project that includes a membrane exchange program, the collection of PFAS, and transport and destruction of the PFAS using a novel “electrooxidation” process which our studies have shown is capable of reaching non-detect levels of PFAS after treating AEC-concentrated PFAS containing water, wastewater, or even landfill leachate (the contaminant-laden water that drains from landfills).

Our strategy to market our PFAS treatment technology and related engineering services is as follows:

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We have secured channel partner agreements with several sales representative organizations ensuring coverage for most of the continental United States.

We have one PFAS project in New Jersey readying for installation and operation, waiting on the completion of other facilities.

We believe this project represents a key milestone for the commercialization of the AEC, as industry validation of the technology in a first municipal drinking water treatment project will play an important role in convincing additional municipalities to adopt the technology for treating PFAS-contaminated water, as the company will publish reference customer data from the project that highlights the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange.

To summarize why we are confident in our PFAS technology’s commercial future:

The AEC for our PFAS project in New Jersey has been built and is ready for delivery and installation, now waiting on the completion of other facilities.

We believe the New Jersey project will represent a key milestone for the commercialization of the AEC, as we believe industry validation of the technology in a first municipal drinking water treatment project will play an important role in showcasing the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange.

We believe we are well-positioned in the PFAS-removal market for multiple reasons.

We have successfully completed over a dozen pilot studies with prospective customers’ PFAS contaminated water;

we have successfully maintained operation of our AEC PFAS treatment system for over 10,000 hours continuously, thus demonstrating its resilience to long-term use;

We have submitted bids and proposals and have received indications of interest from a wide range of customer types, all of which have a PFAS challenge;

We have had the fortune to add several high-profile experts from the industry to our team who are assisting in opening doors in the industry;

we have submitted bids and proposals and have received indications of interest from a wide range of customer types;

we have added several high-profile experts from the industry to our team who are assisting in opening doors to potential clients and collaborators;

we have entered into discussions about partnership and opportunities for collaboration with industry-leading firms who have a gap in their PFAS treatment technology portfolio.

These opportunities do not convert into partnerships overnight, but they represent strong avenues for accelerating adoption of our PFAS treatment solution;

We are recognized as industry experts in the PFAS space and are constantly invited to present about PFAS technology around the country;

We remain confident that our PFAS treatment solution will continue to find early adopters and over time will break into the mainstream market.

While these opportunities do not convert into commercial sales overnight, but they represent strong avenues for accelerating adoption of our PFAS treatment solution.

AROS Minimal Liquid Discharge Water Treatment

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1) treatment of municipal or industrial wastewater to eliminate bacteria, viruses, other organisms, and regulated organic contaminants, while using less electrical energy than other technologies, and 2) treatment of water or wastewater specifically to eliminate micropollutants/pharmaceuticals, at which the AOS particularly excels at compared to existing technologies.

Our work to have the AOS adopted in the US and Canada for application 1) has been met with resistance because existing technologies, while less energy efficient than our technology, are effective enough against target contaminants, and our “value-add” of also eliminating hard-to-treat micropollutants isn’t relevant unless regulations dictate that those chemicals must be removed.

Similarly, application 2) is only relevant in jurisdictions where those hard-to-treat micropollutants are regulated.

Our work to have the AOS adopted in the US and Canada for the first application has been met with resistance because existing technologies, while less energy efficient than our technology, are effective enough against target contaminants, and our “value-add” of also eliminating hard-to-treat micropollutants is not relevant unless regulations dictate that those chemicals must be removed.

Similarly, the second application is only relevant in jurisdictions where those hard-to-treat micropollutants are regulated.

Unfortunately, this does not include the US or Canada, but it does include several European countries.

For that reason, presently, much of our business development efforts to secure projects for the AOS focus on development of partnerships to demonstrate the AOS for the European micropollutant market, or for domestic industrial or pharmaceutical wastewater treatment purposes where micropollutants are major contributors to facilities’ wastewater surcharge fees.

The AOS has been and will continue to be included as a component of treatment trains (comprehensive systems) we scope for other projects.

In addition, it is included in the catalog of offerings being sold through our independent representatives as well as channel partners.

BEST will continue to attempt to cultivate sales channels in Canada, Europe and South America, where there has been more interest.

BioLargo Energy Technologies, Inc.

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Designed for long duration energy storage, also known as "battery energy storage solutions" (BESS), our battery, called Cellinity™, uses a novel “liquid sodium” chemistry that uses common domestically sourced materials, and which has significant advantages over other battery chemistries for use in stationary, long-duration energy storage.

BETI operates out of a pilot-scale battery production facility in our Oak Ridge Tennessee engineering headquarters, and is currently manufacturing and testing prototype batteries.

BETI operates out of a pilot-scale battery production facility in our Oak Ridge Tennessee engineering headquarters, and is currently manufacturing and testing prototype battery cells.

Preliminary internal testing has confirmed many of the technology's exceptional performance claims that make it an attractive battery technology for long duration energy storage, including the stability of the chemistry of the battery cell and the reliability of the component construction as a sealed, non-venting cell design with no self-discharging.

These recent tests also helped verify the battery's ability to quickly charge and discharge at a high voltage.

Work has begun to design and produce a scaled-up version of our Cellinity battery, and we have begun discussions with highly qualified independent organizations to perform validation testing.

One such opportunity, that is in the early stages of development, is a collaboration with the US Department of Energy to conduct third-party validation testing on Cellinity batteries.

It has also been proven that the battery can withstand catastrophic physical insults without causing fire or explosion, one of the battery’s key features.

Once prototype batteries are built and tested, and assuming such tests show the batteries have the characteristics we expect would differentiate it from other battery technologies, we will complete the design on a larger sized battery cell that would then be incorporated into battery packs and battery sizes meant for industrial facilities.

Once designed, our engineers will work to develop manufacturing processes that would allow scale production to ensure costs of goods in line with market demand and conditions.

We are working to obtain technology validation from an independent organization that we believe will serve as a key milestone to the more rapid advancement of our commercial efforts.

We believe our Cellinity batteries will have features that far surpass comparable lithium-ion batteries, the dominant incumbent technology in the market, including:

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Clyra Medical Technologies, Inc.

- Bioclynse Wound Irrigation Solution

Clyra Medical Technologies, Inc.

is our partially owned subsidiary creating medical products based on our technologies.

Its primary product is a surgical wound irrigation solution called Bioclynse that can help manage patient care and outcomes.

The first target market for this product is orthopedics, including hip and knee replacement surgeries.

Management believes Bioclynse outperforms competing products as it has proven performance in biofilm disruption and inhibition, is non-toxic and non-cytotoxic, is non-sensitizing to tissue, and unlike competing products, does not need to be rinsed and/or removed from a surgical cavity.

Clyra management is focused on developing partnerships w ith large, well-established distributors who can help rapidly accelerate the product’s access to clinicians and surgeons in hospitals around the country.

It, and its manufacturing partner, Keystone Industries, have invested in manufacturing equipment to support at-scale manufacturing for the Bioclynse product's use in sterile settings, such as in surgery.

In total, Clyra has committed approximately $1.6 million in equipment and related assets to support the national roll out of Bioclynse.

During the year ending December 31, 2024, through the date of this report, Clyra has sold $2,671,000 of its common stock, of which $741,000 was purchased by BioLargo, and financed equipment valued at $1,025,000.

To prepare for the expected national rollout of Bioclynse, Clyra also recently appointed Dr.

Kavros as its Chief Medical Officer.

Kavros has more than 20 years’ experience in roles such as Director at the Rochester Mayo Clinic’s Gonda Vascular Wound Healing Center.

Clyra also appointed a new Executive Director of Finance to enhance the company’s capital structure and liquidity management capabilities.

Our partially owned subsidiary Clyra Medical Technologies, Inc.

is a healthcare company that is developing and commercializing products based on our technologies designed to safely treat wound and skin infections and promote wound healing, while reducing the need for antibiotics.

Clyra is working closely with a medical device and cosmetics manufacturer founded over 50 years ago, Keystone Industries, to manufacture its products at scale.

Keystone has invested over $3 million in equipment and infrastructure in its manufacturing facilities.

Clyra has invested over $2 million in molds, equipment and resources to support scale manufacturing.

Clyra has recently formalized relationships with multiple wholesale distributors and sales agents, and has the infrastructure in place to support their efforts to sell Clyra’s products to the medical industry.

Clyra’s management team includes Chief Medical Officer Dr.

Kavros, a twenty-year veteran of the Mayo Clinic in roles such as Director at the Rochester Mayo Clinic’s Gonda Vascular Wound Healing Center, Nick Valeriani, who enjoyed a 34-year career with Johnson and Johnson where he held numerous leadership positions in engineering, manufacturing, sales and marketing, and Linda Park of Edwards Lifesciences, where she serves as Corporate Secretary, Senior Vice President and Associate General Counsel, and as a board member of the Edwards Lifesciences Foundation.

Full Service Environmental Engineering

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supporting internal product development;

advancing their own technical innovations such as the AEC PFAS treatment technology and the battery energy storage system.

BLEST operates out of an engineering facility in Oak Ridge, Tennessee (a suburb of Knoxville), and employs a group of scientists and engineers, many of whom are owners of the entity (BioLargo owns 77.5% as of September 30, 2024 and December 31, 2023).

advancing their own technical innovations such as the AEC PFAS treatment technology and the Cellinity battery energy storage system.

The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm.

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Third party contracts include ongoing work at U.S.

Air Force bases for air quality control.

In the second quarter of 2024, BLEST secured new contracts to provide air quality control compliance services to additional U.S.

Air Force bases, increasing its ongoing contract-based revenue to approximately $100,000 per month.

Air Force bases for air quality control which generate ongoing contract-based revenue of approximately $100,000 per month.

Efforts to expand this work as well as with other clients are consistently ongoing.

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Results of Operations

Our revenues increased 63% and 80% in the three and nine months ended September 30, 2024, as compared with the same periods in 2023, primarily due to an increased volume of sales of our pet odor control product private labeled to a third party under the brand name “Pooph”, which comprised 76% and 78%, respectively of our company-wide revenues in such periods.

Our revenues decreased 31% in the three months ended March 31, 2025, as compared with the same period in 2024, primarily due to a decreased volume of sales of our pet odor control product private labeled to a third party under the brand name “Pooph”, which comprised 79% of our consolidated revenues.

Our financial statements separate revenue based on products and services.

Revenues from the sale of products for the three and nine months ended September 30, 2024, increased 56% and 81% over the same periods in 2023.

Revenues from services for the three and nine months ended September 30, 2024, increased 191% and 72% over the same periods in 2023.

Revenues from the sale of products for the three months ended March 31, 2025, decreased 39% over the same period in 2024.

Revenues from services for the three months ended March 31, 2025, increased 152% over the same period in 2024.

ONM Environmental

Our wholly-owned subsidiary ONM Environmental generates revenues through (i) sales of our flagship product CupriDyne Clean, including related design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and (ii) sale of private-label products to third parties, including the Pooph branded pet odor control product.

Our wholly-owned subsidiary ONM Environmental generates revenues through (i) sales of our flagship product CupriDyne Clean, including related design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and (ii) sales of private-label products to third parties, including the Pooph branded pet odor control product.

Revenue (ONM Environmental)

ONM Environmental’s revenues increased 53% (to $3,853,000) and 69% (to $12,437,000) in the three and nine months ended September 30, 2024, compared with the same periods in 2023.

The increase in revenues was almost entirely due to an increase in the volume of sales of our pet odor product private labeled to a third party under the brand name "Pooph".

Because ONM Environmental has no control over the marketing and sales activity or levels of the Pooph branded products, it cannot predict sales volumes related to it in future periods.

Pooph management has indicated their intentions to continue advertising and expanding sales.

While they have performed well in the past, their execution of those future plans has inherent risks that are out of our control.

ONM Environmental’s revenues decreased 39% (to $2,803,000) in the three months ended March 31, 2025, compared with the same period in 2024.

The decrease in revenues was almost entirely due to a decrease in the volume of sales of our pet odor product private labeled to a third party under the brand name "Pooph".

Because the Pooph brand is owned and marketed by a third party, ONM Environmental has no control over its marketing and sales activity.

Because the brand has only been on the market for three years, it is difficult to identify trends and uncertainties in sales volumes, especially so for longer periods of time.

For the three months ending June 30, 2025, we expect a decrease in ONM Environmental's revenues as compared with the same period in 2024.

Cost of Goods Sold (ONM Environmental)

ONM Environmental’s cost of goods sold includes costs of raw materials, contract manufacturing, and portions of depreciation, salaries and expenses related to the manufacturing and installation of its products.

As a percentage of revenue, ONM Environmental’s costs of goods for the three and nine months ended September 30, 2024, were 55% and 54%, an increase of 8% and 7%, compared to the same period in 2023.

The current period increase in cost of goods is due the introduction of new Pooph-branded product lines with lower margins for initial stocking orders.

As a percentage of revenue, ONM Environmental’s costs of goods for the three months ended March 31, 2025, were 54% an increase of 1%, compared to the same period in 2024.

The increase in cost of goods is consistent with the Pooph-branded product volume.

Selling, General and Administrative Expense (ONM Environmental)

ONM Environmental’s selling, general and administrative expenses decreased 6% and 9% during the three and nine months ended September 30, 2024, as compared with the same period in 2023.

The decrease is due to less employees and a reduction of office expenses.

ONM Environmental’s selling, general and administrative expenses ("SG&A") decreased 1% during the three months ended March 31, 2025, as compared with the same period in 2024.

ONM Environmental's selling, general and administrative expenses are expected to remain consistent.

Operating Income (ONM Environmental)

ONM Environmental generated operating income of $1,382,000 and $4,668,000 in the three and nine months ended September 30, 2024, compared to operating income of $969,000 and $2,786,000 for the three and nine months ended September 30, 2023.

The generation of operating income for the three and nine months ended September 30, 2024, was entirely dependent on the sale of Pooph branded products.

ONM Environmental generated operating income of $956,000 in the three months ended March 31, 2025, compared to operating income of $1,798,000 for the three months ended March 31, 2024.

The operating income for both periods was entirely dependent on the sale of Pooph branded products.

BLEST (engineering)

Revenue (BLEST)

Our engineering segment's (BLEST's) revenues increased 243% (to $498,000) and 260% (to $1,685,000), in the three and nine months ended September 30, 2024, as compared with the same periods in 2023.

The increase in revenue in the three and nine months ended September 30, 2024 , as compared with prior periods is due to $878,000 of revenue recognized in the second quarter of 2024 from the sale of water treatment equipment.

Although we are focused on sales of water treatment equipment such as our AEC, AOS, and AROS systems, the sales cycle for municipal and industrial water treatment equipment is long, and management does not expect a to record similar level revenue from equipment sales in the fourth quarter of 2024.

With recent new contracts, our engineers are generating approximately $100,000 in monthly services revenues for air quality management services at U.S.

Air Force bases.

Our engineering segment's (BLEST's) revenues increased 152% (to $466,000), in the three months ended March 31, 2025, as compared with the same period in 2024.

The increase in revenue in the three months ended March 31, 2025 , is related to the new contracts to provide air quality control compliance services to additional U.S.

Air Force bases, increasing its ongoing contract-based revenue to approximately $100,000 per month.

These ongoing contracts are expected to continue provide a monthly base revenue, in addition to regular work for other clients.

In the future, equipment sales will be primarily handled through our subsidiary dedicated for that purpose - BioLargo Equipment Solutions & Technologies, Inc.

In addition to providing services to third pa rty clients, BLEST provides services for internal BioLargo projects.

These services are billed internally, are considered intersegment revenue, and are eliminated in the consolidation o f our financial statements.

In the three and nine months ended September 30, 2024, intersegment revenue for BLEST totaled $326,000 and $754,000 and for the three and nine months ended September 30, 2023, intersegmen t revenue for BLEST totaled $698,000 and $1,276,000.

In the three months ended March 31, 2025, intersegment revenue for BLEST totaled $224,000 and for the three months ended March 31, 2024, intersegmen t revenue for BLEST totaled $171,000.

Cost of Revenues (BLEST)

BLEST’s cost of revenues includes employee labor, subcontracted costs and material costs.

In the three and nine months ended September 30, 2024, costs were 100% and 74% of revenues, versus 46% and 59% in the same period in 2023.

The increase is related to increased costs on fixed fee contracts, and work attributed to the AEC project in Lake Stockholm New Jersey.

Management expects future periods to reflect a cost of revenue more in line with historical numbers.

In the three months ended March 31, 2025, costs were 58% of revenues, versus 40% in the same period in 2024.

The increase is related to increased costs on fixed fee contracts, compared to product sales attributed to the AEC project in Lake Stockholm New Jersey.

Selling, General and Administrative Expense (BLEST)

BLEST’s SG&A expenses were $218,000 and $659,000, in the three and nine months ended September 30, 2024, compared to $213,000 and $612,000, in the three and nine months ended September 30, 2023, the increase is due to additional employees.

BLEST’s SG&A expenses were $330,000, in the three months ended March 31, 2025, compared to $203,000, in the three months ended March 31, 2024, the increase is due to additional employees.

In June and July 2024, BLEST hired four additional full-time employees.

Operating Loss (BLEST)

BLEST incurred an operating loss of $375,000 and $1,067,000 in the three and nine months ended September 30, 2024, compared to an operating loss of $568,000 and $1,388,000 in the three and nine months ended September 30, 2023.

BLEST incurred an operating loss of $378,000 in the three months ended March 31, 2025, compared to an operating loss of $445,000 in the three months ended March 31, 2024.

This operating loss is reflective of the focus at BLEST on advancing internal BioLargo projects such as the Cellinity battery and AEC water treatment system.

Our consolidated financial statements eliminate these revenues as intercompany balances.

Our consolidated financial statements eliminate intersegment revenues.

The decrease in operating loss was due to an increase in third party-revenues.

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Clyra Medical

Clyra Medical has not yet begun commercial sales of its Bioclynse surgical wound irrigation product, and thus has not generated revenues in 2024;

past revenues have been nominal.

In the three and nine months ended September 30, 2024, it incurred total costs and expenses of $857,000 and $2,019,000, which included $291,000 and $512,000 in research and development expenses.

In the same period in 2023, total costs and expenses were $427,000 and $1,250,000, which included $68,000 and $262,000 in research and development expenses.

The increases in costs and expenses is related to the development and commercialization of Bioclynse.

Management is not yet in a position to disclose when Clyra will begin generating revenue.

BioLargo Energy Technologies, Inc., (BETI) is focused on development of our Cellinity battery, and thus has not generated generate revenue.

For the three and nine months ended September 30, 2024, it incurred total costs and expenses of $194,000 and $575,000, which included $133,000 and $346,000 in research and development expenses.

In the same periods in 2023, total costs and expenses were $559,000 and $943,000, which included $537,000 and $840,000 in research and development expenses.

The primary focus of BETI is the development of its battery technology.

Clyra Medical has not yet begun commercial sales of its products and thus did not generate revenues in the three months ended March 31, 2025 or 2024.

Historical revenues have been nominal.

In the three months ended March 31, 2025, it incurred total costs and expenses of $1,315,000, which included $335,000 in research and development expenses.

In the same period in 2024, total costs and expenses were $545,000, which included $121,000 in research and development expenses.

The increases in costs and expenses is primarily related stock option expense recorded as selling, general and administrative expenses and product development costs.

Management is not yet in a position to disclose when it believes Clyra will begin generating revenue.

BioLargo Energy Technologies, Inc.

(BETI) is developing our Cellinity battery, and has not generated generate revenue.

For the three months ended March 31, 2025, it incurred total costs and expenses of $94,000, which included $60,000 in research and development expenses.

In the same period in 2024, total costs and expenses were $155,000, which included $80,000 in research and development expenses.

We do not expect BETI to generate revenue in the near future as it continues its research and development activities.

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We intend future water treatment projects to be contracted through BEST.

During the three and nine months ended September 30, 2024 BEST incurred $59,000 and $174,000 in total expenses primarily related to salaries and marketing.

During the three months ended March 31, 2025 and 2024 BEST incurred $58,000 and $66,000 in total expenses primarily related to sales and marketing activities.

Selling, General and Administrative Expense – consolidated

Our SG&A expenses include both cash (for example, salaries to employees) and non-cash expenses (for example, stock option compensation expense).

For the three and nine months ended September 30, 2024 consolidated SG&A decreased 8% (to $2,093,000) and increased by 16% (to $6,720,000).

For the three months ended March 31, 2025 consolidated SG&A increased 15% (to $2,559,000).

The largest components of our SG&A expenses included (in thousands):

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

Salaries and payroll related

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Total Selling, General & Administrative

In the three and nine months ended September 30, 2024, our non-cash expenses from the issuance of stock and stock options totaled $337,000 and $1,629,000 compared to $762,000 and $1,588,000 for the three and nine months ended September 30, 2023.

This decrease is due to stock option issuances for previously issued stock options that expired during the three months ended September 30, 2023.

Our non-cash expenses were mostly flat for the nine months ended September 30, 2024, compared to same period is 2023.

In the three months ended March 31, 2025, our non-cash expenses from the issuance of stock and stock options totaled $712,000 compared to $623,000 for the three and nine months ended March 31, 2024.

This increased due to stock option issuances for previously issued stock options that expired during the three months ended March 31, 2025.

The majority of this stock option expense is recorded in Consulting expense.

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companywide, there are 44 full time employees.

Professional fees increased due to the addition of our BEST subsidiary, private securities offerings for BioLargo and Clyra, and other organizational needs that required professionals.

Investor relation expense remained flat for the three months ended September 30, 2024, compared to the same period in 2023.

Investor relation expense increased for the nine months ended September 30, 2024, compared to the same period in 2023, as we continue to tell the BioLargo story to the public markets through speaking events and trade shows.

Professional fees decreased due less corporate activity related to new subsidiaries, private securities offerings for BioLargo and Clyra, and other organizational needs that required professionals.

Investor relation expense decreased due to fewer trade show and investor events.

Research and Development

In the three and nine months ended September 30, 2024, we spent $690,000 and $2,098,000 in the research and development of our technologies and products, of which $512,000 was through Clyra Medical.

This was a decrease of 1 % and an increase of 14% compared to the three and nine months ended September 30, 2023.

The three months remained flat, and the nine months increase is primarily due to work related to (i) the battery project, and (ii) the AEC.

As these products mature, we expect the level of research and development to decrease.

In the three months ended March 31, 2025, we spent $791,000 in the research and development of our technologies and products, of which $335,000 was through Clyra Medical.

This was an increase of 1% and compared to the three months ended March 31, 2024.

The increase is primarily due to work related preparing for (i) the commercialization of medical products, to (ii) the battery project, and (iii) the AEC.

As these products mature, we expect the level of research and development to continue.

Interest expense

Our interest expense for the three and nine months ended September 30, 2024, was a net interest income of $1,000 and interest expense of $12,000 compared to interest expense of $12,000 and $72,000 in the three and nine months ended September 30, 2023.

We generated $13,000 of interest income, offset by $12,000 of interest expense.

The decrease is due to a decrease in financing activities.

Our interest expense for the three months ended March 31, 2025, was $65,000 compared to interest expense of $12,000 in the three months ended March 31, 2024.

The increase of interest expense is related to the Clyra Medical note payables related to capital expenditures.

Other Income and Expense

For the nine months ended September 30, 2024, we had $15,000 of grant income, as compared with the $32,000 in the nine months ended September 30, 2023.

Grant income is primarily generated through our wholly owned Canadian subsidiary, we have been awarded more than 80 research grants over the years from various public and private agencies, including the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP), the National Science and Engineering Research Council of Canada (NSERC), and the Metropolitan Water District of Southern California’s Innovative Conservation Program “ICP”.

For three months ended March 31, 2025 and 2024, we had $6,000 and $0 of grant income.

Grant income is primarily generated through our wholly owned Canadian subsidiary.

The research grants received are considered reimbursement grants related to costs we incur and therefore are included as Other Income.

Grant funds paid directly to third parties are not included as income in our financial statements.

Net loss for the three and nine months ended September 30, 2024, was $1,060,000 and $2,615,000 a loss of $ (0.002) and $ (0.005) per share, compared to a net loss for the three and nine months ended September 30, 2023, of $1,508,000 and $3,628,000, a loss of $ (0.004) and $ (0.01) per share.

Our net loss for the three and nine months ended September 30, 2024, decreased because of the increase in revenue.

Net loss for the three months ended March 31, 2025, was $1,921,000 a loss of $ (0.004) per share, compared to a net loss for the three months ended March 31, 2024, of $775,000, a loss of $ (0.001) per share.

Our net loss for the three ended March 31, 2025, increased because of the decrease in revenue.

The net income (loss) per business segment is as follows (in thousands):

Three Months Ended

Nine Months Ended

September 30, 2024

September 30, 2023

September 30, 2024

September 30, 2023

March 31, 2025

March 31, 2024

BioLargo corporate

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BioLargo Canada

Clyra’s net loss in due primarily to the expense associated with its efforts to launch products and build infrastructure to support sales activities.

Liquidity and Capital Resources

For the three and nine months ended September 30, 2024, we generated revenues of $4,351,000 and $14,122,000 and had a net loss of $1,060,000 and $2,615,000.

For the nine months ended September 30, 2024, we used $1,290,000 net cash used in operating activities.

On September 30, 2024, we had current assets of $7,394,000, of which $3,882,000 was cash and cash equivalents, current liabilities of $3,200,000, and working capital of $4,194,000.

During the nine months ended September 30, 2024, we continued to invest in capital equipment and resources preparing to launch and commercialize products and further research and development on our battery technology.

For the three months ended March 31, 2025, we generated revenues of $3,269,000 and had a net loss of $1,921,000.

As of March 31, 2025, we had current assets of $7,218,000, of which $2,564,000 was cash and cash equivalents.

For the three months ended March 31, 2025, we used $1,830,000 net cash used in operating activities.

Our cash decreased $984,000 from December 31, 2024, and we had an increase of $1,077,000 in accounts receivable.

As of March 31, 2025, we had current liabilities of $3,373,000, and working capital of $3,845,000.

We and our partially owned subsidiaries continue to sell securities to ensure available working capital.

During the nine months ended September 30, 2024, we received $2,858,000 from financing activities, including sales of stock, warrant exercises, and option exercises.

We do not believe gross profits in the year ending December 31, 2025 will be sufficient to fund our current level of operations.

For these reasons, we continue to sell securities to ensure available working capital, both directly and through our subsidiaries;

during the nine months ended September 30, 2024, we received net proceeds of $2,858,000.

Additionally, during the nine months ended September 30, 2024, we received $909,000 in gross proceeds from the exercise of stock options and warrants.

During the three months ended March 31, 2025, we and our subsidiaries received $885,000 from financing activities, including sales of stock and the issuance of note payables.

or, (iii) if necessary, reduce ongoing cash obligations by curtailing portions of our operations.

The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

Critical Accounting Policies

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Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position.

Our significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements are described in (i) in Part I, Item 1 of this Form 10-Q, Note 2, “Summary of Significant Accounting Policies” and (ii) in the Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, in the Notes to Consolidated Financial Statements in Part II, Item 8, and “Critical Accounting Policies and Estimates” in Part II, Item 7.

Our significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements are described in (i) in Part I, Item 1 of this Form 10-Q, Note 2, “Summary of Significant Accounting Policies” and (ii) in the Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025, in the Notes to Consolidated Financial Statements in Part II, Item 8, and “Critical Accounting Policies and Estimates” in Part II, Item 7.

There have been no material changes to the Company’s critical accounting policies and estimates since the filing of its Form 10-K.

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

What changed 10-Q

Item 1. Financial Statements