What changed in this filing

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Item 1. Financial Statements

2025-08-14 compared with 2025-05-15 · 404 added, 258 removed, 1084 unchanged (38% of the section changed)

4 unchanged sentences

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

March 31, 2025

June 30, 2025

Current assets:

1 unchanged sentence

$ 3,471 $ 3,548

Accounts receivable, net of allowance

Accounts receivable, net of allowances

Note receivable

Prepaid expenses and other current assets

1 unchanged sentence

Equipment and leasehold improvements, net

Note receivable, net of current

Other non-current assets

10 unchanged sentences

Clyra Medical debt obligations, net of discount $ 161 and $ 80

Debt obligation

Debt obligations

Operating lease liabilities

9 unchanged sentences

STOCKHOLDERS’ EQUITY:

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

Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at June 30, 2025 and December 31, 2024

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 306,752,661 and 301,274,243 Shares Issued, at June 30, 2025 and December 31, 2024

Additional paid-in capital

6 unchanged sentences

and subsidiaries stockholders’ equity

Non-controlling interest (Note 8, 9, 10)

Non-controlling interest (Notes 8, 9, 10)

( 2,695 ) ( 2,795 )

7 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue

$ 2,006 $ 4,889 $ 4,809 $ 9,464

Service revenue

771 125 1,237 309

Total revenue

2,777 5,014 6,046 9,773

Cost of revenue

Cost of goods sold

( 907 ) ( 2,204 ) ( 2,417 ) ( 4,643 )

Cost of service

( 449 ) ( 673 ) ( 719 ) ( 747 )

Total cost of revenue

( 1,356 ) ( 2,877 ) ( 3,136 ) ( 5,390 )

1,421 2,137 2,910 4,383

Selling, general and administrative expenses

2,688 2,404 5,250 4,629

Research and development

535 623 1,324 1,407

Total operating expenses

3,223 3,027 6,574 6,036

Operating loss:

( 1,802 ) ( 890 ) ( 3,664 ) ( 1,653 )

Other income (expense):

Interest expense

( 80 ) ( 2 ) ( 145 ) ( 14 )

PPP loan forgiveness

Total other expense

( 80 ) 110 ( 139 ) 98

( 1,882 ) ( 780 ) ( 3,803 ) ( 1,555 )

Net loss attributable to noncontrolling interest

( 690 ) ( 339 ) ( 1,456 ) ( 704 )

Net loss attributable to common shareholders

$ ( 1,192 ) $ ( 441 ) $ ( 2,347 ) $ ( 851 )

Net loss per share attributable to common shareholders:

Loss per share attributable to shareholders – basic and diluted

$ ( 0.004 ) $ ( 0.001 ) $ ( 0.008 ) $ ( 0.003 )

Weighted average number of common shares outstanding:

303,196,989 296,436,219 302,240,928 295,372,509

Comprehensive loss:

$ ( 1,882 ) $ ( 780 ) $ ( 3,803 ) $ ( 1,555 )

Foreign currency translation

— ( 61 ) ( 20 ) 35

Comprehensive loss

( 1,882 ) ( 841 ) ( 3,823 ) ( 1,520 )

Comprehensive loss attributable to noncontrolling interest

( 690 ) ( 339 ) ( 1,456 ) ( 704 )

Comprehensive loss attributable to common stockholders

$ ( 1,192 ) $ ( 502 ) $ ( 2,367 ) $ ( 816 )

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

35 unchanged sentences

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

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

4,077,285 3 805 — — — 808

Issuance of common stock for services (unaudited)

915,003 — 212 — — — 212

Stock option compensation expense (unaudited)

— — 292 — — — 292

Clyra Medical stock option compensation expense (unaudited)

— — — — — 200 200

Clyra Medical stock issued for services (unaudited)

— — — — — 24 24

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 93 93

Clyra Medical Unit Warrant offering (unaudited)

— — — — — 1,309 1,309

Noncontrolling interest allocation (unaudited)

— — 1,027 — — ( 1,027 ) —

Net loss (unaudited)

— — — ( 1,193 ) — ( 689 ) ( 1,882 )

Balance, June 30, 2025 (unaudited)

306,752,661 $ 205 $ 160,601 $ ( 151,848 ) $ ( 203 ) $ ( 2,695 ) $ 6,060

BIOLARGO, INC.

8 unchanged sentences

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

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

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

2,160,348 1 487 — — — 488

Issuance of common stock for services (unaudited)

Issuance of stock for services (unaudited)

288,997 1 82 — — — 83

3 unchanged sentences

— — 429 — — — 429

Clyra Medical stock options issued for services (unaudited)

Stock option compensation expense Clyra (unaudited)

— — — — — 59 59

Clyra Medical stock issued for services (unaudited)

Stock for service Clyra (unaudited)

— — — — — 52 52

Clyra Medical stock unit offering (unaudited)

Clyra stock unit offering (unaudited)

— — — — — 475 475

Clyra Medical dividend Series A Preferred stock (unaudited)

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

9 unchanged sentences

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

Sale of 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 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 sales of Series A Preferred stock (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 currency translation (unaudited)

— — — — ( 61 ) — ( 61 )

Balance, June 30, 2024 (unaudited)

298,140,188 $ 200 $ 153,771 $ ( 147,949 ) $ ( 242 ) $ 112 $ 5,892

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)

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

$ ( 3,803 ) $ ( 1,555 )

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

1 unchanged sentence

Common stock issued for services

Credit loss expense

Bad debt expense

PPP loan forgiveness

Amortization of debt discount

1 unchanged sentence

Amortization of right-of-use finance lease asset

Operating lease liability

Operating lease liabilities

( 50 ) ( 39 )

Finance lease liability

3 unchanged sentences

Accounts receivable

( 2,368 ) 499

( 114 ) ( 23 )

Prepaid expenses and other assets

3 unchanged sentences

Net cash (used in) provided by operating activities

( 3,948 ) 330

Cash flows from investing activities

Equipment purchases

Net cash used in investing activities

Proceeds from note receivable

Net cash provided by (used in) investing activities

192 ( 1,221 )

Cash flows from financing activities

Proceeds from sale of common stock, net of commissions

Proceeds from note payable

Proceeds from warrant exercise

Proceeds from option exercise

Proceeds from sale of BETI common stock

Repayment of debt obligations

Proceeds from Clyra Medical debt obligation

Proceeds from Clyra Medical debt obligations

Proceeds from Clyra unit warrant offering

Proceeds from sales of Clyra Medical common stock

4 unchanged sentences

Cash and cash equivalents at end of period

$ 3,471 $ 4,765

Supplemental disclosures of cash flow information

2 unchanged sentences

Non-cash investing and financing activities

Conversion of accounts receivable to a note receivable

Conversion of BETI common stock to BioLargo common stock

Allocation of noncontrolling interest

$ 504 $ ( 2,166 )

Fair value of Clyra Medical warrants issued as debt discount

25 unchanged sentences

Liquidity / Going Concern

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.

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.

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.

For the six months ended June 30, 2025 , we generated revenues of $ 6,046,000 , had a net loss of $ 3,803,000 , used $ 3,948,000 net cash in operating activities, and received $ 3,699,000 net cash from financing activities.

As of June 30, 2025 , we had current assets of $ 9,187,000 , including $ 3,471,000 cash and cash equivalents.

As of June 30, 2025 , we had current liabilities of $ 4,080,000 , and working capital of $ 5,107,000 .

We do not believe gross profits in the year ending December 31, 2025, will be sufficient to fund our current level of operations for the reminder of the year, and therefore expect we will continue to be limited in terms of our capital resources, and therefore expect to continue to need further investment capital to fund our business plans and investments in our new technologies.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to (i) increase revenues, generate cash from operations, and/or generate cash from financing activities, or (ii) convert assets such as our $ 1,735,000 in accounts receivable and $ 3,572,000 note receivable into cash.

If we are unable to raise additional cash through gross profits or financing activities, management may choose to curtail portions of our operations.

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

BIOLARGO, INC.

10 unchanged sentences

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.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year or any future period.

Foreign Currency

5 unchanged sentences

From time to time, our cash account balances are greater than the Federal Deposit Insurance Corporation insurance limit of $250,000 per owner per bank, and during such times, we are exposed to credit loss for amounts in excess of insured limits in the event of non-performance by the financial institution.

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

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

March 31, 2025

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

As of June 30, 2025 , and December 31, 2024 , our cash balances were made up of the following (in thousands):

June 30, 2025

December 31, 2024

12 unchanged sentences

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

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

As of June 30, 2025 , and December 31, 2024 , the expected credit losses were $ 134,000 and $ 97,000 , respectively.

See also the subsection in this Note 2 below titled "Note Receivable" for additional information regarding the transfer of accounts receivable to note receivable.

Allowance for Credit Losses

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

The Company recognizes an expected allowance for credit losses with respect to its note and 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.

2 unchanged sentences

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.

The Company writes off receivables when there is information that indicates the customer 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 note and credit loss expense in the year of recovery, in accordance with the entity's accounting policy election.

There were no write-offs of note and accounts receivable during the three and six months ended June 30, 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 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

During the three and six months ended June 30, 2025 and 2024 , the following customer accounted for more than 10% of consolidated revenues:

Three Months Ended June 30,

Six Months Ended June 30,

57 % 70 % 69 % 78 %

At June 30, 2025 and December 31, 2024 , one customer accounted for more than 10% of consolidated accounts receivable (see Note 7 ):

June 30, 2025

December 31, 2024

See the subsection below titled "Note Receivable" for additional information regarding the reduction in accounts receivable from Customer A as of June 30, 2025, compared with December 31, 2024.

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

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

There was no allowance for obsolete inventory as of June 30, 2025 , and December 31, 2024 Inventories consisted of the following (in thousands):

June 30, 2025

December 31, 2024

3 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note Receivable

On June 6, 2025, we entered into an agreement whereby Ikigai Holdings, LLC and Pooph Inc.

(ONM Environmental's largest customer, identified as "Customer A" in the tables in the subsection above titled "Credit Concentration") agreed to convert $ 3,764,000 in accounts receivable into a note receivable and make principal payments plus interest at 10 % through July 3, 2026.

As of June 30, 2025, the amount due totaled $ 3,572,000 , and is on our condensed consolidated balance sheets as a "note receivable".

As of the date of this filing, the note receivable payments are current and there is no allowance for credit loss recorded.

Other Non-Current Assets

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 .

March 31, 2025

June 30, 2025

December 31, 2024

Security deposits

Interest receivable

Equity Method of Accounting

6 unchanged sentences

Therefore, we recognized the investment on our condensed consolidated balance sheets and record an increase or decrease of the recorded balance by our percentage ownership of the profits or losses in the joint venture.

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

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 .

For the three and six months ended June 30, 2025 , the increase of our investment interest totaled $ 7,000 and $ 9,000 , compared to a reduction of our investment totaling $ 1,000 in the same periods 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 three months ended March 31, 2025 or 2024 .

There were no impairment losses related to intangible assets during the three and six months ended June 30, 2025 and 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 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 .

For the three and six months ended June 30, 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 June 30, 2025 the vested stock options available to be exercised totaled 60,653,962 and the vested warrants available to be exercised totaled 29,727,446 .

Use of Estimates

12 unchanged sentences

a commitment for performance by the non-employee has been reached or the non-employee’s performance is complete.

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 three months ended March 31, 2025 and 2024 :

The equity instruments are measured at the current fair value, and for stock options, the instruments are measured at fair value using the Black Scholes Option pricing model.

The following methodology and assumptions were used to calculate share-based compensation for the six months ended June 30, 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.

6 unchanged sentences

The warrant is first analyzed per its terms as to whether it has derivative features or not.

If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes option model and recorded as a liability on the balance sheet.

If the warrant is determined to be a derivative and not qualify for equity treatment, then it is measured at fair value using the Black Scholes Option pricing model and recorded as a liability on the condensed consolidated balance sheets.

The warrant is re-measured at its then current fair value at each subsequent reporting date (it is “marked-to-market”).

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, 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 convertible note.

If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes Option pricing model, however, 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 convertible note.

Convertible debt instruments are recorded at fair value, 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 warrant.

26 unchanged sentences

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

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 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.

We have entered into a licensing agreement for the CupriDyne Clean product, and we recognize royalty and license fees on a quarterly basis as the product is sold through to third parties and reported to us.

Our Canadian subsidiary had a grant deposit outstanding at June 30, 2025 and December 31, 2024 , totaling $ 81,000 and $ 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 June 30, 2025 and December 31, 2024 , totaling $ 77,000 and $ 14,000 related to customer purchase orders not yet fulfilled.

Government Grants

20 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 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 .

Management believes there are no unrecognized tax benefits or uncertain tax positions as of June 30, 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 June 30, 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 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.

Management believes the carrying amounts of the Company’s financial instruments as of June 30, 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, note 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.

25 unchanged sentences

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

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.

As of June 30, 2025 and December 31, 2024 , the operating right-of-use assets totaled $ 937,000 , and $ 992,000 , respectively.

As of June 30, 2025 and December 31, 2024 , the operating lease liability totaled $ 977,000 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.

As of June 30, 2025 and December 31, 2024 , the finance right-of-use asset for Clyra totaled $ 418,000 and $ 451,000 and the finance lease liability totaled $ 405,000 and $ 448,000 , respectively, on our condensed consolidated balance sheets related to our finance lease.

Equipment and Leasehold Improvements

4 unchanged sentences

For assets sold or otherwise disposed of, the cost and related accumulated depreciation and amortization are removed from the accounts, and any related gain or loss is reflected in income for the period.

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

March 31, 2025 December 31, 2024

Equipment and leasehold improvements as of June 30, 2025 and December 31, 2024 is as follows (in thousands):

June 30, 2025 December 31, 2024

$ 1,678 $ 1,678

Leasehold improvements

1 unchanged sentence

accumulated depreciation

( 540 ) ( 462 )

Total equipment and leasehold improvements, net

$ 1,664 $ 1,742

Noncontrolling Interest

4 unchanged sentences

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

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 .

Noncontrolling interest of Clyra represents 50 % and 48 % as of June 30, 2025 and December 31, 2024 .

Noncontrolling interest of BLEST represents 26 % as of June 30, 2025 and December 31, 2024 .

Noncontrolling interest of BETI represents 4 % as of June 30, 2025 , and December 31, 2024 .

Recent Accounting Pronouncements

12 unchanged sentences

Lincoln Park Financing

On December 13, 2022, we entered into a stock purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park, pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $ 10,000,000 of our common stock (subject to certain limitations) from time to time over a period of three years.

On December 13, 2022, we entered into a stock purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC ("Lincoln Park"), pursuant to which Lincoln Park agreed to purchase from us at our request up to an aggregate of $ 10,000,000 of our common stock (subject to certain limitations) from time to time over a period of three years.

The agreement allows us, at our sole discretion, to direct Lincoln Park to purchase shares of our common stock, subject to limitations in both volume and dollar amount.

3 unchanged sentences

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

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.

During the three and six months ended June 30, 2025 we sold 4,077,285 shares of our common stock to Lincoln Park and received $ 823,000 in gross and net proceeds.

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

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

Unit Offerings

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.

During the three months ended June 30, 2024, we sold 454,547 shares of our common stock and received $ 152,000 gross proceeds and $ 136,000 net proceeds from two accredited investors.

During the six months ended June 30, 2024, we sold 1,848,720 shares of our common stock and received $ 419,000 in gross and $ 364,000 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 shares of our common stock in Unit Offerings during the three months ended March 31, 2025 .

(See Note 6, “Warrants Issued in Unit Offering”.) We did not sell shares of our common stock in Unit Offerings during the six months ended June 30, 2025 .

Debt Obligations

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

The following table summarizes our debt obligations outstanding as of June 30, 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”).

March 31, 2025

June 30, 2025

December 31, 2024

2 unchanged sentences

Vehicle loan, current portion

SBA EIDL Loan, matures July 2053, current portion

Term loan, current portion

SBA EIDL Loan, current portion

Total current portion of debt

1 unchanged sentence

Vehicle loan, matures March 2029

Term loan, matures April 2028

SBA EIDL Loan, matures July 2053

Total long-term debt, net of current

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.

For the three and six months ended June 30, 2025 , we recorded $ 80,000 and $ 145,000 of interest expense related to the coupon interest from our debt obligations, net of $ 36,000 and $ 53,000 of interest income earned from cash balances.

For the three and six months ended June 30, 2024 , we recorded $ 2,000 and $ 14,000 of interest expense related to the coupon interest from our debt obligations, net of $ 4,000 and $ 6,000 of interest income earned from cash balances.

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

As of June 30, 2025 , and December 31, 2024, the balance of this loan totals $ 49,000 and $ 54,000 .

On April 5, 2025, we entered a term loan agreement with American Express for working capital in the principal amount of $ 50,000 , at 7.98 % annual interest, and which matures April 10, 2028.

The term loan agreement requires monthly payments totaling $ 2,000 .

As of June 30, 2025, the balance of this loan totals $ 49,000 .

SBA Program Loans

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

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

As of June 30, 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 March 31, 2025 , and December 31, 2024, the balance of this loan totaled $ 143,000 and $ 144,000 , respectively.

As of June 30, 2025 , and December 31, 2024, the balance of this loan totaled $ 141,000 and $ 144,000 , respectively.

BIOLARGO, INC.

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Payment of Officer Salaries

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

On June 30, 2025 , we issued 350,751 shares of our common at $ 0.21 per share in lieu of $ 70,000 of accrued and unpaid obligations to two officers.

On 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.

No shares were issued to officers as payment of salary during the three or six months ended June 30, 2024.

Payment of Consultant and Vendor Fees

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 June 30, 2025 , we issued 564,252 shares of our common at $ 0.21 per share in lieu of $ 143,000 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.

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.

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 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.

During the three and six months ended June 30, 2025 , we recorded an aggregate $ 492,000 and $ 1,107,000 , and during the three and six months ended June 30, 2024 , we recorded an aggregate $ 539,000 , and $ 1,027,000 , 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 $ 206,000 three months ended March 31, 2025 , and $ 59,000 in the three months ended March 31, 2024 .

Included in these totals is option expense related to issuances by our subsidiary, Clyra Medical, totaling $ 200,000 and $ 406,000 in the three and six months ended June 30, 2025 , and $ 63,000 and $ 122,000 in the three and six months ended June 30, 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 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:

As of June 30, 2025 , 42,000,000 shares are authorized under the plan, and 32,715,733 remain available for grant.

Activity for our stock options under the 2024 Plan during the six months ended June 30, 2025 , and 2024, 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

1,829,757 $ 0.26

Balance, June 30, 2024

1,829,757 $ 0.26

( 423,868 ) $ 0.26

Vested Balance, June 30, 2024

1,405,889 $ 0.26

Balance, December 31, 2024

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3,790,347 $ 0.24

Balance, March 31, 2025

Balance, June 30, 2025

9,284,267 $ 0.23 9.5 $ 29,000

( 2,770,232 ) $ 0.23

Vested balance, March 31, 2025

Vested balance, June 30, 2025

6,514,035 $ 0.24 9.5 $ 29,000

( 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:

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.21 at June 30, 2025 .

The options granted to purchase 3,790,347 shares during the six months ended June 30, 2025 with an aggregate fair value of $ 816,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 822,571 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 March 31, 2025 , there remains $ 500,000 of stock option expense to be expensed over the next four years.

As of June 30, 2025 , there remains $ 438,000 of stock option expense to be expensed over the next four years.

The options granted to purchase 1,829,757 shares during the six months ended June 30, 2024 with an aggregate fair value of $ 428,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 367,648 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 $84,000;

(ii) we issued options to purchase 423,868 shares of our common stock to employees as part of employee retention plans;

the fair value of employee retention plan options totaled $ 98,000 and vest over time or based on performance metrics;

(iii) we issued options to purchase 338,241 shares of our common stock to consultants in lieu of cash for expiring options and for services performed;

the fair value of these options totaled $ 77,000 and (iv) we issued options to purchase 700,000 shares of our common stock to our Chief Financial Officer with a fair value of $ 169,000 for expiring options.

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

Extension of Agreement with Chief Financial Officer

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Dargan has been and continues to serve as our Chief Financial Officer.

The Engagement Extension Agreement dated as August 13, 2024 ( the “Engagement Extension Agreement”) expires January 31, 2025 ( the “Extended Term”), at which time the agreement will automatically renew for subsequent one -year periods.

The Engagement Extension Agreement dated as August 13, 2024 ( the “Engagement Extension Agreement”) expired January 31, 2025 ( the “Extended Term”), at which time the agreement will automatically renew for subsequent one -year periods.

As the sole compensation for the Extended Term, Mr.

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

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

Activity for our stock options under the 2018 Plan during the six months ended June 30, 2025 , and 2024 , is as follows:

Options outstanding

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1,547,938 $ 0.30

Balance, March 31, 2024

( 497,024 ) $ 0.15

Balance, June 30, 2024

42,159,362 $ 0.19

Vested Balance, March 31, 2024

( 4,087,382 ) $ 0.22

Vested Balance, June 30, 2024

38,071,980 $ 0.19

Balance, December 31, 2024

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( 566,951 ) $ 0.16

Balance, March 31, 2025

Balance, June 30, 2025

41,604,435 $ 0.19 6.3 $ 1,165,000

( 2,281,725 ) $ 0.23

Vested balance, March 31, 2025

Vested balance, June 30, 2025

39,322,710 $ 0.19 6.3 $ 1,127,000

( 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.

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.21 at June 30, 2025

During the six months ended June 30, 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.

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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.

As of June 30, 2025 , there remains $ 435,000 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:

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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 three months ended March 31, 2025 and 2024 is as follows:

Activity for our stock options under the 2007 Plan for the six months ended June 30, 2025 and 2024 is as follows:

BIOLARGO, INC.

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1,564,085 $ 0.61

Balance, March 31, 2024

( 844,085 ) $ 0.61

Balance, June 30, 2024

720,000 $ 0.60

Balance, December 31, 2024

1,157,500 $ 0.53

Balance, March 31, 2025

( 477,500 ) $ 0.42

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

Balance, June 30, 2025

680,000 $ 0.61 1.0 $ —

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.21 at June 30, 2025 .

Non-Plan Options

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

Activity of our non-plan stock options issued for the six months ended June 30, 2025 and 2024 is as follows:

Non-plan Options outstanding

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15,686 $ 0.26

Balance, March 31, 2024

( 528,071 ) $ 0.17

( 463,882 ) $ 0.54

Vested Balance, March 31, 2024

Balance, June 30, 2024

16,398,777 $ 0.40

( 437,500 ) $ 0.45

Vested Balance, June 30, 2024

15,961,277 $ 0.39

Balance, December 31, 2024

1 unchanged sentence

32,143 $ 0.28

Balance, March 31, 2025

( 1,363,818 ) $ 0.35

Balance, June 30, 2025

14,355,967 $ 0.39 2.2 $ 73,000

Vested balance, March 31, 2025

( 218,750 ) $ 0.44

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

Vested balance, June 30, 2025

14,137,217 $ 0.40 2.2 $ 73,000

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.21 at June 30, 2025 .

BIOLARGO, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

During the six months ended June 30, 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:

As of June 30, 2025 , there remains $ 55,000 of stock option expense to be expensed over the next one year.

During the six months ended June 30, 2024, we issued options to purchase an aggregate 15,686 shares of our common stock at $ 0.26 per share to vendors for fees for services.

The fair value of the options issued totaled an aggregate $ 4,000 and is recorded in our selling, general and administrative expense.

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

During the three months ended June 30, 2024, investors exercised stock options, and we received $ 85,000 of proceeds and issued 497,024 shares of our common stock.

We have certain warrants outstanding to purchase our common stock, at various prices, for the six months ended June 30, 2025 and 2024 is as follows:

Warrants outstanding

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( 5,562,754 ) $ 0.21

Vested Balance, March 31, 2024

Vested Balance, June 30, 2024

49,187,314 $ 0.27

2 unchanged sentences

( 1,888,170 ) $ 0.21

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

29,727,446 $ 0.29 2.0 $ 40,000

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.21 at June 30, 2025 .

Warrants issued in Unit Offerings

We did not issue any warrants in conjunction with unit offerings in the six months ended June 30, 2025 .

During the three months ended June 30, 2024, 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 ).

The relative fair value of the warrant component of the units sold to investors totaled $ 93,000 .

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 ).

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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 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 .

During the six months ended June 30, 2024, investors exercised warrants to purchase 967,748 shares of our common stock, and we received $ 216,000 in proceeds.

BIOLARGO, INC.

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Accounts Payable and Accrued Expenses

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

As of June 30, 2025 , accounts payable and accrued expenses included the following (in thousands):

BioLargo Canada

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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 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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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.

During the six months ended June 30, 2025 , Clyra issued secured promissory notes in the aggregate amount of $ 436,000 , 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 .

The fair value of the warrants totaled $ 99,000 and is recorded as a debt discount, which is amortized as interest expense over the term of the secured promissory note.

As of June 30, 2025 and December 31, 2024 , the balance outstanding totaled $ 1,300,000 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 .

During the six months ended June 30, 2025 , Clyra issued convertible promissory notes in the aggregate amount of $ 250,000 .

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.

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 and $ 7.50 per share, expiring August 1, 2027.

Warrants to purchase 72,667 shares of Clyra common stock were issued.

The fair value of these warrants issued totaled $ 80,000 and is recorded as a debt discount and will be amortized to interest expense over the term of the convertible promissory note.

As of June 30, 2025 and December 31, 2024 the balance outstanding totaled $ 250,000 and $ 200,000 .

Guaranteed Note Offering

During the three months ended June 30, 2025 , Clyra issued the convertible promissory notes in the aggregate amount of $ 575,000 .

The notes bear interest at the rate of 15 % per annum, matures July 15, 2027, and is guaranteed by the Company’s largest stockholder, BioLargo Inc.

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 an aggregate of umber 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.

Warrants to purchase 88,462 shares of Clyra common stock were issued.

The fair value of these warrants issued totaled $ 231,000 and is recorded as a debt discount and will be amortized to interest expense over the term of the guaranteed note offering.

As of June 30, 2025 the balance outstanding totals $ 575,000 .

The Black-Scholes model is used to calculate the initial fair value of the warrants issued as part of the Clyra Medical debt obligations, we used a stock price on the date of grant of $ 6.00 per share, volatility ranging between 35 - 43 %.

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

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

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

As of June 30, 2025 and December 31, 2024 the balance outstanding on this line of credit totaled $ 134,000 .

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

Equity Transactions

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 June 30, 2025 , Clyra had 10,878,410 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 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.

As of June 30, 2025 , and December 31, 2024 , of the outstanding amount, BioLargo owned 5,305,156 , common shares and 165,765 Series A Preferred shares.

BioLargo Conversion of Intercompany Balances

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Sales of Common Stock

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.

During the six months ended June 30, 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.

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.

During the six months ended June 30, 2025 , Clyra issued 9,698 shares of its common stock to vendors for services performed in lieu of cash totaling $ 60,000 , and issued a warrant to purchase 7,849 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 $ 6,000 .

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.

During the six months ended June 30, 2024, Clyra sold 223,000 shares of its common stock, and issued warrants to purchase 111,500 shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from five accredited investors.

In exchange, it received $ 1,115,000 in gross proceeds.

Warrant Holder Unit Offering

During the three months ended June 30, 2025 , Clyra issued unit offerings to existing warrant holders.

Existing warrants holders were allowed to purchase two times the number of warrants they held and at $ 3.72 , $ 6.00 or $ 6.50 per share.

Each investor received a warrant equal the number of shares purchased.

The warrants exercise price is $ 7.50 and expire June 30, 2028.

Clyra received $ 1,309,000 and issued 237,774 warrants to purchase shares of its common stock from 18 accredited investors.

The relative fair value of these warrants totaled $ 172,000 .

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

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

As of June 30, 2025 and December 31, 2024 , the Preferred Series A accrued and unpaid dividend totaled $ 762,000 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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Clyra Stock Options

Clyra Options Outstanding

Weighted average price per share Weighted average remaining life

2 unchanged sentences

50,055 $ 4.03

Balance, March 31, 2024

Balance, June 30, 2024

1,528,977 $ 0.43

( 3,075 ) $ 2.71

Vested Balance, March 31, 2024

Vested Balance, June 30, 2024

1,525,902 $ 0.43

2 unchanged sentences

50,664 $ 4.50

Balance, March 31, 2025

Balance, June 30, 2025

2,027,527 $ 1.09 6.4

( 200,000 ) $ 0.01

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

1,827,527 $ 1.21 6.2

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 $ 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.

The fair value of the options issued totaled $ 406,000 in the six months ended June 30, 2025 , and $ 122,000 in the six months ended June 30, 2024 .

The Black-Scholes model is used to calculate the initial fair value, during the six months ended June 30, 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 %.

March 31, 2025

March 31, 2024

As of June 30, 2025 , there remains $ 629,000 of stock option expense to be expensed over the next two years.

June 30, 2025

June 30, 2024

Risk free interest rate

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Expected volatility

35 - 43 % 49 %

Expected dividend yield

2 unchanged sentences

Clyra Warrants

Clyra Options Outstanding

Weighted average price per share

3 unchanged sentences

111,500 $ 7.50

Vested Balance, March 31, 2024

Vested Balance, June 30, 2024

861,411 $ 3.96

2 unchanged sentences

470,002 $ 6.94

Vested Balance, March 31, 2025

( 224,944 ) $ 7.24

Vested Balance, June 30, 2025

1,428,240 $ 4.87 1.9

Accounts Payable and Accrued Expenses

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

At June 30, 2025 , and December 31, 2024 , Clyra had the following accounts payable and accrued expenses (in thousands):

Accounts payable

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In September 2017, we commenced a full-service environmental engineering firm and formed a Tennessee entity named BioLargo Engineering, Science & Technologies, LLC (“BLEST”).

In conjunction with the start of this subsidiary, we entered into a three -year office lease in the Knoxville, Tennessee area, and entered into employment agreements with six scientists and engineers.

In conjunction with the start of this subsidiary, we entered into an office lease in the Knoxville, Tennessee area, and entered into employment agreements with six scientists and engineers.

BLEST was capitalized with two classes of membership units:

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

As of June 30, 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.

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.

No shares of common stock of BETI were sold during the six months ended June 30, 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.

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

As of June 30, 2025 , BETI had 9,487,000 issued and outstanding shares, of which BioLargo holds 9,070,000 .

BIOLARGO, INC.

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

Other than ONM Environmental, none of our operating business units have operated at a profit, and therefore each required additional cash to meet its monthly expenses, funded through BioLargo’s sales of debt or equity, research grants, and tax credits.

Other than ONM Environmental, none of our operating business units have operated at a profit, and therefore each have required additional cash to meet its monthly expenses, funded through BioLargo’s sales of debt or equity, research grants, and tax credits.

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 months ended March 31, 2025 , and 2024 , is as follows (in thousands):

Three Months Ended March 31,

The segment information for the three and six months ended June 30, 2025 , and 2024 , is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

ONM Environmental

$ 2,006 $ 4,012 $ 4,809 $ 8,586

940 1,259 1,630 1,615

BioLargo Canada

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( 10 ) ( 8 ) ( 23 ) ( 13 )

( 11 ) ( 18 ) ( 28 ) ( 36 )

Clyra Medical

( 3 ) ( 2 ) ( 4 ) ( 4 )

( 2 ) — ( 4 ) —

$ ( 36 ) $ ( 38 ) $ ( 78 ) $ ( 72 )

Research and development expense

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169 257 401 428

$ ( 535 ) $ ( 623 ) $ ( 1,324 ) $ ( 1,407 )

Operating income (loss)

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( 122 ) ( 226 ) ( 217 ) ( 388 )

( 67 ) ( 49 ) ( 125 ) ( 115 )

BioLargo Canada

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BioLargo corporate

$ 3 $ ( 2 ) $ 6 $ ( 5 )

ONM Environmental

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( 116 ) ( 6 ) ( 198 ) ( 13 )

$ ( 80 ) $ ( 2 ) $ ( 145 ) $ ( 14 )

BIOLARGO, INC.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2025

As of June 30, 2025

BioLargo Canada

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

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 .

For the three and six months ended June 30, 2025 , rental expense totaled $ 92,000 ;

for the three and six months ended June 30, 2024 , rental expense totaled $ 88,000 .

The lease of our Westminster facility expires August 2027.

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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 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 .

As of June 30, 2025 , the weighted average remaining lease term for our operating leases was six years and the total remaining operating lease payments is $ 1,593,000 .

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

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Stock Issuances

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.

Subsequent to June 30, 2025, we have sold 2,083,136 shares of our common stock to Lincoln Park (see Note 3 ), and received $ 427,203 in gross and net proceeds, and issued 153,261 shares to an investor in exchange for shares held in BETI (see Note 10 ).

Clyra Medical Financing Activities

Subsequent to June 30, 2025, Clyra Medical (i) issued 169,231 shares of its Series B Preferred Stock, and warrants to purchase an aggregate 84,616 shares of its common stock, and in exchange, received $ 1,100,000 in investments from two accredited investors;

(ii) issued 100,296 shares of its common stock, and warrants to purchase an aggregate 100,296 shares of its common stock, and in exchange, received $ 565,000 in investments from seven accredited investors.

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 March 31, 2025, 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 June 30, 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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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.

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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,

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

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, 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.

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BLEST will serve as the manufacturing partner and Garratt-Callahan will serve as the selling distributor to leverage their national sales force and over one hundred years of providing services and products to customers.

Presently, both BioLargo and Garratt-Callahan are engaged in pilot projects with potential customers for the AROS system, and the companies are currently engaged in discussions with multiple potential first customers for the technology.

Advanced Oxidation System (AOS)

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The key value proposition of the AOS is its ability to reduce or eliminate a wide variety of waterborne contaminants with high performance, including the normally hard-to-treat class of recalcitrant water contaminants called “micropollutants”, while using very little electricity and input chemicals.

Our proof-of-concept studies and on-site pilot projects have generated results that project the AOS will be more cost- and energy-efficient than commonly used advanced water treatment technologies such as UV, electro-chlorination, and ozonation.

Furthermore, our technology has been proven capable of removing hard-to-treat organic micropollutants such as pharmaceuticals from water more quickly and energy-efficiently than other technologies.

Together, these characteristics make the AOS an economical and versatile tool to enable wastewater treatment and reuse in the face of emerging water contaminants and increasing regulatory scrutiny on industrial wastewater discharge.

The AOS has, broadly speaking, two target applications:

The AOS has been proven capable of removing hard-to-treat organic micropollutants such as pharmaceuticals from water more quickly and energy-efficiently than other technologies.

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 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.

Our business development efforts to secure projects for the AOS have thus far focused on development of partnerships for the European micropollutant market, and for domestic industrial or pharmaceutical wastewater treatment purposes where micropollutants are major contributors to facilities’ wastewater surcharge fees.

BioLargo Energy Technologies, Inc.

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advancing their own technical innovations such as the AEC PFAS treatment technology and the Cellinity 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 74% as of March 31, 2025 and December 31, 2024).

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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Results of Operations

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 revenues decreased 45% and 38% in the three and six months ended June 30, 2025, as compared with the same periods 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”.

During the three and six months ended June 30, 2025, revenues from sales to Pooph comprised 57% and 69% of our consolidated revenue;

compared to the three and six months ended June 30, 2024, it comprised 70% and 78% of our consolidated revenue.

Our financial statements separate revenue based on products and services.

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.

Revenues from the sale of products for the three and six months ended June 30, 2025, decreased 59% and 49% over the same periods in 2024.

Revenues from services for the three and six months ended June 30, 2025, increased 517% and 300% over the same periods 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) sales 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 to industry, 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 decreased 39% (to $2,803,000) in the three months ended March 31, 2025, compared with the same period in 2024.

ONM Environmental’s revenues decreased 50% and 44% (to $2,006,000 and $4,809,000) in the three and six months ended June 30, 2025, compared with the same periods 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".

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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.

We expect annual revenues for the year ending December 30, 2025, to decrease as compared with 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 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.

As a percentage of revenue, ONM Environmental’s costs of goods for the three and six months ended June 30, 2025, were 45% and 50% a decrease of 10% and 4%, compared to the same periods in 2024.

The decrease in cost of goods is due to the change in revenue concentration across product lines.

Selling, General and Administrative Expense (ONM Environmental)

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 ("SG&A") decreased 14% and 7% during the three and six months ended June 30, 2025, as compared with the same periods 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 $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.

ONM Environmental generated operating income of $823,000 and $1,780,000 in the three and six months ended June 30, 2025, compared to operating income of $1,490,000 and $3,288,000 for the three and six months ended June 30, 2024.

The operating income for both periods was primarily dependent on the sales volume of Pooph branded products, which has declined in the 2025 periods.

BLEST (engineering)

Revenue (BLEST)

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.

Our engineering segment's (BLEST's) revenues decreased 23% (to $771,000) in the three months ended June 30, 2025 as compared with the same period in 2024, and increased 4% (to 1,237,000) in the six months ended June 30, 2025, as compared with the same period in 2024.

The decrease in revenues in the three-month period is due to the timing of recognition of revenue related to the product sales.

The increase in revenue in the six-month period 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.

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

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 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.

In the three and six months ended June 30, 2025, intersegment revenue for BLEST totaled $169,000 and $393,000, and for the three and six months ended June 30, 2024, intersegmen t revenue for BLEST totaled $257,000.

and $428,000.

Cost of Revenues (BLEST)

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

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.

In the three and six months ended June 30, 2025, costs were 58% of revenues, versus 67% and 62% in the same periods in 2024.

The decrease is related to efficiencies on fixed fee contracts, compared to product sales, which had more direct costs, attributed to the AEC project in Lake Stockholm New Jersey.

Selling, General and Administrative Expense (BLEST)

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.

BLEST’s SG&A expenses were $224,000 and $556,000 in the three and six months ended June 30, 2025, compared to $238,000 and $441,000 in the three and six months ended June 30, 2024.

The increase in the six-month period is due to the hiring of additional employees in 2025.

Operating Loss (BLEST)

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 intersegment revenues.

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

Because BLEST had an operating loss, we invested cash during the quarter to maintain operations.

BLEST generated operating income of $16,000 and an operating loss of $364,000 in the three and six months ended June 30, 2025, compared to an operating loss of $247,000 and $692,000 in the three and six months ended June 30, 2024.

The operating income in the three months ended were related to an increase in third party-revenues.

The six-months 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 condensed consolidated financial statements eliminate intersegment revenues.

Clyra Medical

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.

Clyra Medical has not yet begun commercial sales of its products and thus did not generate revenues in the three and six months ended June 30, 2025 or 2024.

In the three and six months ended June 30, 2025, it incurred total costs and expenses of $1,263,000 and $2,580,000, which included $229,000 and $564,000 in research and development expenses.

In the same periods in 2024, total costs and expenses were $616,000 and $1,154,000, which included $100,000 and $213,000 in research and development expenses.

The increases in costs and expenses are primarily related to stock option expense recorded as selling, general and administrative expenses and also an increase in product development cost.

Management is not yet in a position to disclose when it believes Clyra Medical 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.

For the three and six months ended June 30, 2025, it incurred total costs and expenses of $122,000 and $217,000, which included $54,000 and $113,000 in research and development expenses.

In the same periods in 2024, total costs and expenses were $226,000, and $388,000, which included $133,000 and $220,000 in research and development expenses.

We are focused on recruiting business partners to facilitate capital investment, and are unable to predict when BETI will generate revenue.

BioLargo Equipment, Sciences and Technologies, Inc.

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

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.

During the three and six months ended June 30, 2025, it incurred $67,000 and $125,000 of total expenses.

In the same periods in 2024, it incurred $49,000 and $115,000 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 months ended March 31, 2025 consolidated SG&A increased 15% (to $2,559,000).

For the three and six months ended June 30, 2025 consolidated SG&A increased 12% and 13% (to $2,688,000 and $5,250,000).

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

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Salaries and payroll related

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Total Selling, General & Administrative

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.

In the three and six months ended June 30, 2025, our non-cash expenses from the issuance of stock and stock options totaled $492,000 and $1,107,000 compared to $539,000 and $1,027,000 for the three and six months ended June 30, 2024.

Our non-cash expenses are related to stock option issuances for previously issued stock options that expired during the three and six months ended June 30, 2025.

The substantial majority of this stock option expense is recorded in employee salaries and consulting expense.

Salaries and payroll related expense increased due to the addition of new employees;

companywide, there are 44 full time employees.

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.

companywide, there are 42 full time employees as of the date of this report.

Professional fees increased in the three months ended June 30, 2025, due to increased corporate activity related to new private securities offerings for BioLargo and Clyra, and other organizational needs that required professionals.

Office expense increased due to an increase in insurance related costs and rent expense.

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

Research and Development

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.

In the three and six months ended June 30, 2025, we spent $535,000 and $1,325,000 in the research and development of our technologies and products.

This was a decrease of 14% and 6% as compared to the three and six months ended June 30, 2024.

The decrease is primarily due to the timing of project work.

Interest expense

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.

Our interest expense for the three and six months ended June 30, 2025, was $80,000 and $145,000 compared to interest expense of $2,000 and $14,000 in the three and six months ended June 30, 2024.

The increase of interest expense is related to the increase of Clyra Medical debt obligations.

Other Income and Expense

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

For the six months ended June 30, 2025, we had $6,000 of grant income, compared to $15,000 of grant income for the same periods in 2024.

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 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.

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

Net loss for the three and six months ended June 30, 2025, was $1,882,000 and $3,803,000 a loss of $ (0.004) and $ (0.008) per share, compared to a net loss for the three and six months ended June 30, 2024, of $780,000 and $1,555,000 a loss of $ (0.001) and $ (0.003) per share.

Our net loss for the three and six months ended June 30, 2025, increased because of the decrease in ONM Environmental revenue.

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

Three Months Ended

March 31, 2025

March 31, 2024

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 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 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.

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

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.

For the six months ended June 30, 2025, we generated revenues of $6,046,000, had a net loss of $3,803,000, used $3,948,000 net cash in operating activities, and received $3,699,000 net cash from financing activities.

As of June 30, 2025, we had current assets of $9,187,000, including $3,471,000 cash and cash equivalents.

As of June 30, 2025, we had current liabilities of $4,080,000, and working capital of $5,107,000.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to (i) increase revenues, generate cash from operations, and/or generate cash from financing activities, or (ii) convert assets such as our $1,735,000 in accounts receivable and $3,572,000 note receivable into cash.

If we are unable to raise additional cash through gross profits or financing activities, management may choose to curtail portions of our operations.

The condensed 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

9 unchanged sentences

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