What changed in this filing

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Item 1. Financial Statements

2025-11-14 compared with 2025-08-14 · 423 added, 272 removed, 1216 unchanged (36% of the section changed)

4 unchanged sentences

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

June 30, 2025

September 30, 2025

Current assets:

2 unchanged sentences

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

7 unchanged sentences

Accounts payable and accrued expenses

$ 1,430 $ 946

Clyra Medical accounts payable and accrued expenses

12 unchanged sentences

STOCKHOLDERS’ EQUITY:

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

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

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 311,452,683 and 301,274,243 Shares Issued, at September 30, 2025 and December 31, 2024

Additional paid-in capital

16 unchanged sentences

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

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

Product revenue

16 unchanged sentences

615 690 1,934 2,098

Credit loss expense

3,849 — 3,849 —

Total operating expenses

5 unchanged sentences

( 144 ) ( 13 ) ( 352 ) ( 34 )

Interest income

PPP loan forgiveness

80 unchanged sentences

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

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

4,222,467 3 746 — — — 749

Issuance of common stock for services (unaudited)

324,294 — 55 — — — 55

Stock option compensation expense (unaudited)

— — 651 — — — 651

Exchange of BETI stock for BioLargo common stock (unaudited)

153,261 — — — — — —

Clyra Medical stock option compensation expense (unaudited)

— — — — — 193 193

Clyra Medical sales of Series B Preferred stock (unuadited)

— — — — — 2,145 2,145

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 87 ) ( 87 )

Clyra Medical Unit Warrant offering (unaudited)

— — — — — 585 585

BETI unit offering (unaudited)

— — — — — 100 100

Noncontrolling interest allocation (unaudited)

— — 2,841 — — ( 2,841 ) —

Net loss (unaudited)

— — — ( 6,479 ) — ( 765 ) ( 7,244 )

Foreign currency translation (unaudited)

— — — — 8 — 8

Balance, September 30, 2025 (unaudited)

311,452,683 208 164,894 ( 158,327 ) ( 195 ) ( 3,365 ) 3,215

BIOLARGO, INC.

62 unchanged sentences

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

Common stock offering costs of $ 15 (unaudited)

— — ( 15 ) — — — ( 15 )

Issuance of stock for services (unaudited)

260,903 — 63 — — — 63

Warrant exercise (unaudited)

2,310,589 2 538 540

Stock option compensation expense (unaudited)

— — 194 — — — 194

Stock option exercise (unaudited)

451,858 — 68 — — — 68

Stock option compensation expense Clyra (unaudited)

— — — — — 43 43

Stock option exercise Clyra (unaudited)

— — — — — 37 37

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 87 ) ( 87 )

Clyra unit offering (unaudited)

Clyra conversion of note payable and interest (unaudited)

— — — — — 119 119

Noncontrolling interest allocation (unaudited)

— — 2,250 — — ( 2,250 ) —

Net loss (unaudited)

— — — ( 537 ) — ( 523 ) ( 1,060 )

Foreign currency translation (unaudited)

— — — — 12 — 12

Balance, September 30, 2024 (unaudited)

301,163,538 $ 202 $ 156,869 $ ( 148,486 ) $ ( 230 ) $ ( 2,374 ) $ 5,981

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)

Six Months Ended June 30,

Nine Months Ended September 30,

Cash flows from operating activities

$ ( 11,047 ) $ ( 2,615 )

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

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

Credit loss expense

Stock option compensation expense

16 unchanged sentences

Accounts payable and accrued expenses

( 10 ) ( 35 )

Clyra Medical accounts payable and accrued expenses

Contract liabilities

Net cash (used in) provided by operating activities

Net cash used in operating activities

( 6,707 ) ( 1,290 )

1 unchanged sentence

Equipment purchases

( 33 ) ( 1,260 )

Proceeds from note receivable

3 unchanged sentences

Proceeds from sale of common stock, net of commissions

Proceeds from note payable

Proceeds from debt obligation

Proceeds from warrant exercise

2 unchanged sentences

Repayment of debt obligations

( 18 ) ( 12 )

Proceeds from BETI unit offering

Proceeds from Clyra Medical preferred series B

Proceeds from Clyra Medical debt obligations

12 unchanged sentences

Conversion of accounts receivable to a note receivable

Conversion of Clyra note payable into Clyra shares

Conversion of BETI common stock to BioLargo common stock

Clyra Medical right-of-use asset and operating lease liability

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 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 .

For the nine months ended September 30, 2025 , we generated revenues of $ 7,148,000 , had a net loss of $ 11,047,000 , of which $ 3,849,000 was a credit loss expense resulting from a customer's contractual defaults (see Note 2, " Allowance for Credit Losses "), and which is the subject of litigation (see Note 13 ), used $ 6,707,000 net cash in operating activities, and received $ 7,269,000 net cash from financing activities.

As of September 30, 2025 , we had current assets of $ 5,775,000 , including $ 4,546,000 cash and cash equivalents.

As of September 30, 2025 , we had current liabilities of $ 3,451,000 , and working capital of $ 2,324,000 .

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.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to increase revenues, generate cash from operations, and/or generate cash from financing activities.

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

12 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 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.

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

Foreign Currency

6 unchanged sentences

We do not anticipate non-performance by our 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

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

September 30, 2025

December 31, 2024

12 unchanged sentences

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

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.

As of September 30, 2025 , and December 31, 2024 , the expected credit losses were $ 700,000 and $ 97,000 , respectively.

Allowance for Credit Losses

5 unchanged sentences

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 .

If any recoveries are made from any accounts previously written off, they will be recognized in operations or an offset to note and credit loss expense in the year of recovery, in accordance with the entity's accounting policy election.

On June 6, 2025, ONM Environmental entered into an amendment to the June 2021 Preferred Master Manufacturing Agreement with Ikigai Holdings, LLC and Pooph Inc.

to allow Pooph Inc.

to pay past due amounts of $ 1,378,141 in royalties and $ 2,385,468 on product invoices through a weekly payment plan bearing 10 % interest and maturing July 3, 2026 ( the “PMMA Amendment”).

This amount was recorded on our balance sheet at June 30, 2025, as a note receivable.

The PMMA Amendment also modified payment and invoicing terms on existing and future product purchase orders, and allowed ONM Environmental to withhold product if the payment terms were not met.

On August 5, 2025, Pooph Inc.

delivered a royalty report due for the second quarter of 2025, but did not pay the $ 463,520 in royalties due.

On August 15, 2025, it failed to make the weekly payment required pursuant to the PMMA Amendment, and has not made a payment since.

On September 19, 2025, Pooph Inc.

disclosed that it had been working independently on developing a new formula for Pooph-branded products to replace BioLargo's formula, and that it was terminating the Preferred Master Manufacturing Agreement, citing the refusal to deliver products.

On September 24, 2025, BioLargo and ONM delivered notice to Pooph that the grant of license was immediately revoked due to Pooph’s failure to pay royalties, and that it was terminating the License Agreement in its entirety with 150 days’ notice.

The notice further advised that Pooph is not allowed to market or sell products that incorporate, use, or are based on, in whole or in part, BioLargo’s patents and proprietary information, including but not limited to know-how, disclosed to Pooph, and that absent reinstatement of the grant of license, Pooph must immediately stop marketing and selling any such products in its possession, custody or control (or sold through market portals or platforms such as Amazon).

On November 11, 2025, BioLargo Inc.

and ONM Environmental filed a lawsuit against Pooph Inc.

and Ikigai Marketing Works LLC (successor entity to Ikigai Holdings LLC) in the United States District Court for the Central District of California.

(See Note 13 , " Legal Proceedings ".)

During the three months ended September 30, 2025, BioLargo management determined that the note receivable and accounts receivable owed by Pooph Inc.

were fully impaired, resulting in a $ 3,849,000 credit loss expense recorded on our condensed consolidated statement of operations, which reduced operating income and current assets by that amount.

There were no write-offs of accounts receivable during the three and nine months ended September 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 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,

During the three and nine months ended September 30, 2025 and 2024 , one customer accounted for more than 10% of consolidated revenues:

Three Months Ended September 30,

Nine Months Ended September 30,

35 % 76 % 64 % 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

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

September 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 June 30, 2025 , and December 31, 2024 Inventories consisted of the following (in thousands):

June 30, 2025

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

September 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 .

June 30, 2025

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 , and (iii) interest receivable.

September 30, 2025

December 31, 2024

9 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.

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 .

For the three and nine months ended September 30, 2025 , the increase of our investment interest totaled $ 9,000 , compared to a reduction of our investment totaling $ 3,000 and $ 4,000 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 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 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 .

For the three and nine months ended September 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 September 30, 2025 the vested stock options available to be exercised totaled 63,781,849 and the vested warrants available to be exercised totaled 28,980,918 .

Use of Estimates

13 unchanged sentences

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

The following methodology and assumptions were used to calculate share-based compensation for the six months ended June 30, 2025 and 2024 :

The following methodology and assumptions were used to calculate share-based compensation for the nine months ended September 30, 2025 and 2024 :

Risk free interest rate

47 unchanged sentences

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 .

Our Canadian subsidiary had a grant deposit outstanding at September 30, 2025 and December 31, 2024 , totaling $ 79,000 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.

ONM Environmental had a customer deposit outstanding at September 30, 2025 and December 31, 2024 , totaling $ 1,000 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 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 .

Management believes there are no unrecognized tax benefits or uncertain tax positions as of September 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 September 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 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.

Management believes the carrying amounts of the Company’s financial instruments as of September 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 obligations.

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

10 unchanged sentences

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

We have one lease classified as finance leases.

We have one lease classified as a finance lease.

For all leases at the lease commencement date, a right-of-use asset and a lease liability are recognized.

12 unchanged sentences

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

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.

As of September 30, 2025 and December 31, 2024 , the operating right-of-use assets totaled $ 1,070,000 , and $ 992,000 , respectively.

As of September 30, 2025 and December 31, 2024 , the operating lease liability totaled $ 1,111,000 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 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.

As of September 30, 2025 and December 31, 2024 , the finance right-of-use asset for Clyra totaled $ 400,000 and $ 451,000 and the finance lease liability totaled $ 383,000 and $ 448,000 , respectively, on our condensed consolidated balance sheets related to our finance lease.

Equipment and Leasehold Improvements

3 unchanged sentences

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

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

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

June 30, 2025 December 31, 2024

September 30, 2025

December 31, 2024

$ 1,711 $ 1,678

11 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 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 .

Noncontrolling interest of Clyra represents 52 % and 48 % as of September 30, 2025 and December 31, 2024 .

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

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

Recent Accounting Pronouncements

7 unchanged sentences

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

In July 2025, the FASB issued ASU No.

2025 - 05, Financial Instruments – Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets The ASU provides an optional practical expedient for estimating future credit losses based on current conditions as of the balance sheet date and assuming those conditions do not change over the remaining life of the accounts receivable.

This standard is effective for the Company on January 1, 2026.

The Company is currently evaluating this ASU impact on the condensed consolidated results of operations and financial condition.

In September 2025, the FASB issued ASU No.

2025 - 06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 - 40 ):

Targeted Improvements to the Accounting for Internal-Use Software.

The ASU removes references to prescriptive software development stages and includes an updated framework for capitalizing internal software costs.

This standard is effective for the Company on January 1, 2028.

The Company is currently evaluating this ASU’s impact on the condensed consolidated results of operations and financial condition.

BIOLARGO, INC.

9 unchanged sentences

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

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.

During the three and nine months ended September 30, 2025 we sold 4,222,467 and 8,299,752 shares of our common stock and received $ 764,000 and $ 1,587,000 in gross and net proceeds.

We did not sell any shares of our common stock during the three months ended September 30, 2024.

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

Unit Offerings

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.

We did not sell shares of our common stock in Unit Offerings during three nine months ended September 30, 2025 .

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

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

In addition to the shares, we issued each investor a six -month and a five -year warrant to purchase additional shares.

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

(See Note 6 , “Warrants Issued in Unit Offering”.)

Debt Obligations

The following table summarizes our debt obligations outstanding as of June 30, 2025 and December 31, 2024 (in thousands).

The following table summarizes our debt obligations outstanding as of September 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”).

June 30, 2025

September 30, 2025

December 31, 2024

3 unchanged sentences

Term loan, current portion

SBA EIDL Loan, current portion

SBA EIDL Loan, matures July 2053, current portion

Total current portion of debt

4 unchanged sentences

Total long-term debt, net of current

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.

For the three and nine months ended September 30, 2025 , we recorded $ 144,000 and $ 352,000 of interest expense related to the coupon interest from our debt obligations, inclusive of Clyra Medical debt obligations.

For the three and nine months ended September 30, 2024 , we recorded $ 14,000 of interest income and $ 34,000 of interest expense related to the coupon interest from our debt obligations, inclusive of Clyra Medical debt obligations.

On February 7, 2023, we entered a loan agreement with Bank of America for the purchase of a commercial vehicle used in operations totaling $ 80,000 , at 5.29 % annual interest which matures March 7, 2029.

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

As of 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 .

As of September 30, 2025 , and December 31, 2024, the balance of this loan totals $ 45,000 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, which matures April 10, 2028, and requires monthly payments of $ 2,000 .

As of September 30, 2025 , the balance of this loan totals $ 44,000 .

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 June 30, 2025 , and December 31, 2024, the outstanding balance on this loan totaled $ 43,000 .

On June 3, 2020, ONM Environmental received a $ 217,000 CARES Act Paycheck Protection Program loan from the SBA.

On February 7, 2022, it received notice that the SBA had forgiven $ 174,000 of the loan.

ONM Environmental requested reconsideration of the partial-forgiveness determination.

As of the date of this report, the SBA has not made a final determination on forgiveness, and no payments are required.

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

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

BIOLARGO, INC.

4 unchanged sentences

Payment of Officer Salaries

On September 30, 2025 , we issued 177,235 shares of our common at $ 0.17 per share in lieu of $ 30,000 of accrued and unpaid obligations to two officers.

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.

On September 30, 2024, an officer agreed to convert an aggregate $ 9,000 of accrued and unpaid salary into 41,087 shares of our common stock at $ 0.23 per share.

There were no shares of our common stock issued in exchange for unpaid salary during the three months ended June 30, 2024, or March 31, 2024.

Payment of Consultant and Vendor Fees

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 September 30, 2025 , we issued 147,059 shares of our common at $ 0.17 per share in lieu of $ 25,000 of accrued and unpaid obligations to consultants and vendors.

On 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 September 30, 2024, we issued 219,816 shares of our common stock at $ 0.23 per share in lieu of $ 54,000 of accrued and unpaid obligations to consultants and vendors.

On June 30, 2024, we issued 446,989 shares of our common stock at $ 0.26 per share in lieu of $ 116,000 of accrued and unpaid obligations to consultants and vendors.

5 unchanged sentences

Stock Option Expense

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.

During the three and nine months ended September 30, 2025 , we recorded an aggregate $ 844,000 and $ 1,951,000 , and during the three and nine months ended September 30, 2024 , we recorded an aggregate $ 237,000 , and $ 1,264,000 , 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 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 .

Included in these totals is option expense related to issuances by our subsidiary, Clyra Medical, totaling $ 193,000 and $ 599,000 in the three and nine months ended September 30, 2025 , and $ 43,000 and $ 165,000 in the three and nine months ended September 30, 2024 .

(See Note 8 .)

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 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:

As of September 30, 2025 , 42,000,000 shares are authorized under the plan, and 27,520,544 remain available for grant.

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

Options outstanding

4 unchanged sentences

3,482,270 $ 0.25

Balance, June 30, 2024

Balance, September 30, 2024

3,482,270 $ 0.25 9.9

( 1,261,982 ) $ 0.24

Vested Balance, June 30, 2024

Vested Balance, September 30, 2024

2,220,288 $ 0.25 9.9

2 unchanged sentences

8,985,536 $ 0.21

Balance, June 30, 2025

Balance, September 30, 2025

14,479,456 $ 0.21 9.2 $ —

( 4,443,293 ) $ 0.21

Vested balance, June 30, 2025

Vested balance, September 30, 2025

10,036,163 $ 0.22 9.2 $ —

( 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:

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.17 at September 30, 2025 .

The options granted to purchase 8,985,536 shares during the nine months ended September 30, 2025 with an aggregate fair value of $ 1,577,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 1,241,688 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 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:

As of September 30, 2025 , there remains $ 735,000 of stock option expense to be expensed over the next four years.

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

(i) we issued options to purchase 771,180 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

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the fair value of these options totaled $ 223,000 and (iv) we issued options to purchase 1,000,000 shares of our common stock to our Chief Financial Officer with a fair value of $ 234,000 for expiring options.

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

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

Extension of Agreement with Chief Financial Officer

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As the sole compensation for the Extended Term, Mr.

Dargan was issued an option (“Option”) to purchase 300,000 shares of the Company’s common stock (this issuance is included in the total identified in (iv) above).

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

The Option vests over the period of the Extended Term in monthly installments of 25,000 shares, so long as the agreement is in full force and effect.

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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 six months ended June 30, 2025 , and 2024 , is as follows:

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

Options outstanding

6 unchanged sentences

( 485,000 ) $ 0.15

Balance, June 30, 2024

Balance, September 30, 2024

42,171,386 $ 0.19 7.0

( 3,623,430 ) $ 0.22

Vested Balance, June 30, 2024

Vested Balance, September 30, 2024

38,547,956 $ 0.19 6.3

2 unchanged sentences

( 566,951 ) $ 0.16

Balance, June 30, 2025

Balance, September 30, 2025

41,604,435 $ 0.19 6.1 $ 279,000

( 1,946,350 ) $ 0.23

Vested balance, June 30, 2025

Vested balance, September 30, 2025

39,658,085 $ 0.19 6.0 $ 279,000

( 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.

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.17 at September 30, 2025

During the nine months ended September 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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

As of September 30, 2025 , there remains $ 382,000 of stock option expense to be expensed over the next two years.

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

(i) we issued options to purchase 267,746 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

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

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

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

BIOLARGO, INC.

8 unchanged sentences

( 406,585 ) $ 0.61

Balance, June 30, 2024

Balance, September 30, 2024

1,157,500 $ 0.61 1.3

2 unchanged sentences

( 777,500 ) $ 0.48

Balance, June 30, 2025

Balance, September 30, 2025

380,000 $ 0.63 1.3 $ —

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.17 at September 30, 2025 .

Non-Plan Options

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

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

Non-plan Options outstanding

7 unchanged sentences

( 463,882 ) $ 0.17

Balance, June 30, 2024

Balance, September 30, 2024

16,131,214 $ 0.39 2.6

( 437,500 ) $ 0.45

Vested Balance, June 30, 2024

Vested Balance, September 30, 2024

15,693,714 $ 0.39 2.3

3 unchanged sentences

( 1,793,434 ) $ 0.39

Balance, June 30, 2025

Balance, September 30, 2025

13,926,351 $ 0.40 2.1 $ 22,000

( 218,750 ) $ 0.44

Vested balance, June 30, 2025

Vested balance, September 30, 2025

13,707,601 $ 0.39 2.1 $ 22,000

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.17 at September 30, 2025 .

BIOLARGO, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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.

During the nine months ended September 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 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.

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

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

The fair value of the options issued totaled an aggregate $ 18,000 and is recorded in our selling, general and administrative expense.

As of 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:

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

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

Warrants outstanding

7 unchanged sentences

( 20,534,700 ) $ 0.23

Vested Balance, June 30, 2024

Vested Balance, September 30, 2024

31,904,779 $ 0.29 3.5

2 unchanged sentences

( 2,634,698 ) $ 0.22

Vested Balance, June 30, 2025

Vested Balance, September 30, 2025

28,980,918 $ 0.29 1.8 $ 2,000

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.17 at September 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 .

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

There were no warrants issued during the three months ended September 30, 2024.

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 ).

4 unchanged sentences

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 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.

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

BIOLARGO, INC.

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Accounts Payable and Accrued Expenses

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

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

BioLargo Canada

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Secured Promissory Notes

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.

During the nine months ended September 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.

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

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 .

As of September 30, 2025 and December 31, 2024 , the balance outstanding totaled $ 1,300,000 and $ 864,000 .

Convertible Promissory Notes

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

During the nine months ended September 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 $ 6.00 and $ 7.50 per share, expiring August 1, 2027.

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.

Warrants to purchase 41,667 shares of Clyra common stock were issued.

The fair value of these warrants issued totaled $ 52,000 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 .

As of September 30, 2025 the balance outstanding totaled $ 250,000 .

Guaranteed Note Offering

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

During the nine months ended September 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.

Each investor received a warrant to purchase an aggregate of number of Clyra common shares equal to the face amount of the note divided by six, at an exercise price of $ 6.50 per share, expiring July 15, 2028.

Warrants to purchase 88,462 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 guaranteed note offering.

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

As of September 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 %.

3 unchanged sentences

Since inception, Clyra Medical received $ 260,000 in draws and made repayments totaling $ 126,000 .

Clyra issued Vernal 32,200 shares of its common stock as a commitment fee for the line of credit, valued at $ 70,000 .

A security agreement of the same date grants Vernal a security interest in Clyra’s inventory, as that term is defined in the Uniform Commercial Code.

Clyra may prepay the note at any time.

On December 13, 2022, Clyra and Vernal amended the Revolving Line of Credit Agreement extending the maturity date of the line of credit to September 30, 2024 , and modifying the payment terms such that amounts of principal due in each month are capped at a maximum of 15 % of the principal amount then due under the note.

We are in the process of extending the term of the maturity date of the line of credit.

Additionally, BioLargo agreed to allow Vernal to elect to convert, any time prior to the note’s maturity date, the 32,200 shares of Clyra common stock it received as consideration for the line of credit into shares of BioLargo common stock at the then market price of BioLargo’s common stock.

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

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 %.

On December 13, 2022, Clyra and Vernal amended the Revolving Line of Credit Agreement extending the maturity date of the line of credit to September 30, 2024, and modifying the payment terms such that amounts of principal due in each month are capped at a maximum of 15 % of the principal amount then due under the note.

The maturity date has not been further extended, and Clyra continues to provide monthly reporting and make interest payments to Vernal as required.

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

Equity Transactions

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 September 30, 2025 , Clyra had 11,268,795 shares issued and outstanding, of which 746,418 and 330,000 were Series A and Series B Preferred shares, respectively.

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 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.

As of September 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

In June 2024, BioLargo converted $ 741,000 owed to it by Clyra into 148,156 shares of Clyra common stock.

Sales of Series B Preferred Stock

In an offering that closed in October 2025, Clyra sold 330,000 shares of its Series B Preferred Stock, and in exchange received $ 2,145,000 in gross and net proceeds.

Purchasers of the Series B Preferred Stock also received warrants to purchase an aggregate 165,000 shares of common stock for $ 7.50 per share, expring three years from the grant date.

The fair value of the warrants issued totaled $ 94,000 .

Sales of Common Stock

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.

During the nine months ended September 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 .

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 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.

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

In exchange, it received $ 1,290,000 in gross proceeds.

Common Stock issued for services

During the nine months ended September 30, 2025 , Clyra issued 31,391 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 nine months ended September 30, 2024, Clyra issued 11,331 shares of its common stock to vendors for services performed in lieu of cash totaling $ 29,000 .

Warrant issued for accounts payable

During the nine months ended September 30, 2025 , Clyra issued a warrant to purchase 13,847 shares of common stock to a vendor in exchange for services.

The warrant has an exercise price is $ 7.50 , expires three years from the date of grant, and the fair value totaled $ 8,000 .

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.

During the nine months ended September 30, 2025 , Clyra allowed existing warrant holders to purchase up to two times the number of warrants they held at their current exercise price and receive, in addition to the shares exercised, an additional warrant equal the number of shares purchased with an exercise price is $ 7.50 per share to expire June 30, 2028.

Clyra received $ 1,894,000 in gross and net proceeds, and issued warrants to purchase 336,916 shares of its common stock from 26 accredited investors.

The relative fair value of these warrants totaled $ 212,000 .

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

As of June 30, 2025 and December 31, 2024 , the Preferred Series A accrued and unpaid dividend totaled $ 762,000 and $ 590,000 , respectively.

As of September 30, 2025 and December 31, 2024 , the Preferred Series A accrued and unpaid dividend totaled $ 849,000 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.

Elections may be made during the period beginning January 1, 2025, and ending on June 30, 2026.

As of September 30, 2025, no investors have elected to convert.

BIOLARGO, INC.

2 unchanged sentences

Clyra Stock Options

Clyra Options Outstanding

Weighted average price per share Weighted average remaining life

2 unchanged sentences

72,610 $ 4.18

Balance, June 30, 2024

1,528,977 $ 0.43

( 3,075 ) $ 2.71

Vested Balance, June 30, 2024

Balance, September 30, 2024

1,551,532 $ 1.20 6.4

2 unchanged sentences

103,774 $ 4.50

Balance, June 30, 2025

Balance, September 30, 2025

2,080,637 $ 1.17 6.3

176,667 $ 0.69

Vested Balance, June 30, 2025

Vested Balance, September 30, 2025

2,257,304 $ 1.22 6.0

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 $ 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.

The fair value of the options issued totaled $ 164,000 in the nine months ended September 30, 2025 , and $ 131,000 in the nine months ended September 30, 2024 .

The Black-Scholes model is used to calculate the initial fair value, during the nine months ended September 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 %.

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

As of September 30, 2025 , there remains $ 508,000 of stock option expense to be expensed over the next one year.

September 30, 2025

September 30, 2024

Risk free interest rate

6 unchanged sentences

Clyra Warrants

Clyra Warrants Outstanding

Weighted average price per share

3 unchanged sentences

146,083 $ 7.50

Vested Balance, June 30, 2024

Vested Balance, September 30, 2024

895,994 $ 4.03 2.2

3 unchanged sentences

( 241,073 ) $ 6.55

Vested Balance, June 30, 2025

Vested Balance, September 30, 2025

1,690,100 $ 5.38 1.8

Accounts Payable and Accrued Expenses

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

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

Accounts payable

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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 June 30, 2025 and December 31, 2024, Class B members have earned 26 % profit interest.

As of September 30, 2025 and December 31, 2024, Class B members have earned 26 % profit interest.

BioLargo Energy Technologies, Inc.

2 unchanged sentences

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 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.

During the three months ended September 30, 2025, BETI sold 27,017 shares of its common stock at $ 3.70 per share to on accredited investor and received $ 100,000 in gross and net proceeds.

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 and net proceeds.

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

During the three months ended September 30, 2025, an investor elected to exchange 25,000 shares of BETI common stock into 153,261 shares of BioLargo common stock.

In exchange for the issuance of the shares of BioLargo common stock, BioLargo received and now holds the 25,000 exchanged shares of BETI common stock.

As of September 30, 2025 , BETI had 9,514,027 issued and outstanding shares, of which BioLargo holds 9,095,000 ( 96 %).

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 have 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 have required additional cash to meet its monthly expenses, except for Clyra Medical primarily 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 and six months ended June 30, 2025 , and 2024 , is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

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

Three Months Ended September 30,

Nine Months Ended September 30,

ONM Environmental

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ONM Environmental

( 1 ) — ( 4 ) ( 4 )

Clyra Medical

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2025

As of September 30, 2025

BioLargo Canada

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

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.

For the three and nine months ended September 30, 2025 , rental expense totaled $ 72,000 and $ 264,000 ;

and for the three and nine months ended September 30, 2024 , rental expense totaled $ 92,000 and $ 268,000 The lease of our Westminster facility expires August 2027.

In August 2025, Clyra Medical entered into a 5 -year office lease.

The 5 -year lease added $ 184,000 to our right of use and lease liability and on our September 30, 2025, condensed consolidated balance sheets.

The lease of our Canadian facility is less than one year.

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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 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 .

As of September 30, 2025 , the weighted average remaining lease term for our operating leases was six years and the total remaining operating lease payments is $ 1,788,000 .

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

December 31, 2025

$ 41 $ 11 $ 40 $ 92

December 31, 2026

166 58 160 384

December 31, 2027

113 59 163 335

December 31, 2028

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Stock Issuances

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 ).

Subsequent to September 30, 2025, we have sold 2,309,974 shares of our common stock to Lincoln Park (see Note 3 ), and received $ 358,000 in gross and net proceeds.

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.

Subsequent to September 30, 2025, Clyra Medical issued 23,077 shares of its common stock, and warrants to purchase 11,538 shares of its common stock, and in exchange, received a $ 150,000 investment from one accredited investor.

Legal Proceedings

On November 11, 2025, BioLargo Inc.

and ONM Environmental Inc.

filed a lawsuit against Pooph Inc.

(and related party Ikigai Marketing Works LLC) in the United States District Court, Central District of California, case number 8:25 -cv- 02516, alleging patent infringement ( 35 U.S.C.

271 ), false advertising ( 15 U.S.C.

1125 ), and state law claims including breach of contract, false promise, unfair and fraudulent business practices, and constructive fraud.

In the suit, we seek (i) an order that the defendants have infringed on our patents, an injunction enjoining defendants from further infringing on our patents, and accounting for defendants' gains and profits;

(ii) an order that defendants have violated Section 43 (a) of the Lanham Act, an injunction preventing defendants from using product reviews based on our proprietary technology with their newly formulated products, and an accounting and damages for these violations;

(iii) compensatory damages for unpaid royalties of $1,667,292;

(iv) compensatory damages for unpaid product purchased from ONM Environmental of $ 2,154,110 , (v) compensatory damages in an amount according to proof for false promises and unfair and frau dulent business practices;

(vi) treble and/or exemplary damages;

and (vii) costs and attorneys fees.

Also on November 11, 2025, Pooph Inc.

served ONM Environmental with a lawsuit venued in the Orange County, California Superior Court filed September 11, 2025, case number 30 - 2025 - 01511009, alleging ONM Environmental breached the terms of, and the implied covenant of good faith and fair dealing of, the Preferred Master Manufacturing Agreement, seeking damages in an amount to be determined, as well as unjust enrichment, interest, and attorneys fees and costs, arising out of the manufacture and sale of the Pooph-branded products, including the Litterizer cat-litter additive, and ONM Environmental's refusal to fill purchase orders while Pooph Inc.

was in breach of contract for failure to pay past due monies.

ONM Environmental disputes the allegations and intends to vigorously defend the lawsuit.

While the outcomes of the lawsuits are uncertain, management believes that the resolutions of these proceedings will not have a material adverse effect on the Company's financial position, results of operations, or cash flows.

However, adverse outcomes could materially impact future financial results.

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 June 30, 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 September 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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We operate our business in distinct business segments:

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

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

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

Odor and VOC control products, including consumer pet and household products and CupriDyne Clean Industrial Odor Eliminator, sold by our subsidiary ONM Environmental, Inc.;

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

Battery energy storage systems designed for grid-scale energy storage and other industrial uses under the brand name Cellinity TM being developed by our partially owned (96%) subsidiary BioLargo Energy Technologies, Inc.;

Medical products based on our technologies sold by our partially owned (48%) subsidiary Clyra Medical Technologies, Inc.;

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

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

Pooph - Consumer Private-Label Products

It is also sold to third parties under private label brands.

Consumer Private-Label Products

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

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

The most successful thus far has been pet odor control products sold under the brand name "Pooph" by Pooph Inc.

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

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

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

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

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

agreed to pay us a six percent royalty on their sales in exchange for exclusive rights to our technology for pet odors, and agreed that if they sold their brand to a third party, we would receive 20% of the exit value.

Pooph defaulted on their payments, we revoked their license to sell pet products with our technology, and sued Pooph for patent infringement and other claims in order to protect our intellectual property.

(See subheading " Credit Loss Expense, Pooph Litigation " in Results of Operations, below.)

We are focused on redeploying its technology with new partners that share our commitment to quality, transparency, and integrity, and expand the reach of our proven odor-control technology into new markets, providing consumers with safe, effective, and environmentally friendly products.

We do not expect the Pooph litigation to affect our other business units or growth strategy.

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

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

Industrial Odor and VOC Solutions

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BioLargo Equipment Solutions & Technologies – Innovative Water Treatment Solutions

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

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

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

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

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

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

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

As we progress through the commercial rollout of our AEC technology, we continue to invest in innovation aimed at enhancing its commercial viability.

These efforts are focused on improving system performance, reducing lifecycle costs, and strengthening the AEC’s competitive economic position within the PFAS treatment market.

We remain committed to delivering scalable, cost-effective solutions that align with evolving regulatory requirements and market demand.

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

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

We have successfully completed over a dozen pilot studies with prospective customers’ PFAS contaminated water from a variety of source waters including groundwater, wastewater and leachate;

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

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AROS Minimal Liquid Discharge Water Treatment

In partnership with Garratt-Callahan, one of the country’s oldest and largest privately held water treatment companies, our engineers developed a “minimal liquid discharge” wastewater treatment system called the Aqueous Reuse Optimization System (AROS) that minimizes industrial wastewater discharges and thus the regulatory fees associated with wastewater discharge, including for uses like cooling towers at data centers.

Garratt-Callahan, who invented and patented the technology, is currently marketing the AROS system to its existing customer base and to new prospective customers.

In partnership with Garratt-Callahan, one of the country’s oldest and largest privately held water treatment companies, our engineers developed a “minimal liquid discharge” wastewater treatment system called the Aqueous Reuse Optimization System (AROS) that is designed to minimize industrial wastewater discharges and thus the associated regulatory fees.

The system is particularly well-suited for cooling towers at data centers and other high-water-use facilities.

Garratt-Callahan, who invented and patented the technology, is actively marketing the AROS system to its existing customer base and to new prospective customers.

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.

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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.

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, and has, broadly speaking, two target applications:

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 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.

While the AOS has demonstrated exceptional performance in both laboratory and pilot-scale testing, current U.S.

regulatory frameworks have not yet matured to support broad adoption of advanced oxidation technologies for micropollutant removal.

Additionally, the domestic market remains dominated by low-cost chemical disinfection solutions.

In light of these market conditions, we have elected to pause daily development activities on the AOS in the near term.

However, we continue to monitor evolving regulatory trends in the U.S.

and are exploring the possibility of international commercialization opportunities, particularly in Europe where regulatory mandates for micropollutant removal are more advanced.

Our business development efforts remain focused on strategic partnerships in the European market and on domestic industrial and pharmaceutical wastewater applications where micropollutants are a significant driver of surcharge fee.

BioLargo Energy Technologies, Inc.

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

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

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

A third party has confirmed many of the technology's exceptional performance claims that we believe will make it an attractive battery technology for long duration energy storage and other industrial uses such as artificial intelligence data centers, electric vehicle charging stations, and renewal energy, including the stability of the chemistry of the battery cell and the reliability of the component construction as a sealed, non-venting cell design with no self-discharging, and the battery's ability to quickly charge and discharge at a high voltage.

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

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

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

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

With this data confirmed by a third party, our engineers have begun work advancing Cellinity's development, including the design of a larger sized battery cell that would then be incorporated into battery packs, modules and batteries meant for industrial facilities.

Simultaneously, our engineers are working to develop manufacturing processes that would allow scale production and a supply chain necessary to ensure costs of goods in line with market demand and conditions.

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

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Ability to charge and discharge completely, with no degradation of performance, ensuring virtually unlimited charge/discharge cycles, and without self-discharge and no out-gassing;

Increased energy efficiency and energy density in comparison to lithium-ion batteries, and a longer useful life expectancy of at least 10 years and expected to be up to 20 years or more

Our battery has high energy density and high voltage, making it well-suited for large format long duration energy storage rather than mobile energy storage purposes like EVs.

Its electrical performance metrics also make it well-suited for long duration storage, meaning batteries which expend their electricity over up to ten hours, rather than being limited to two- or four-hour expenditures like many lithium-ion batteries.

Such batteries are sought after for grid-scale leveling, storage of renewable energy, and emergency power redundancy purposes.

We are exploring multiple opportunities to commercialize our proprietary liquid sodium batteries through joint ventures with third parties.

Increased energy efficiency and energy density, and expected useful life expectancy of up to 20 years or more.

We are exploring multiple opportunities to commercialize our Cellinity batteries through joint ventures with third parties.

The third parties would finance the construction of independent battery manufacturing facilities designed and built under the direction of our engineers, and the joint venture would market, manufacture and distribute batteries.

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Given the global growing demand for better batteries, and, while we are witnessing a number of current examples in which battery manufacturers have secured forward-contracts to supply batteries to its customers with backlogs of orders that amount to multiple years of production capacity, we believe our offer to partner with customers to secure needed inventory provides for a clear potential pathway to access capital, and more readily scale up production to meet demand around the world.

At this point, we do not intend to finance and build our own manufacturing facilities, nor would we develop in-house sales channels, although that possibility remains on the table if needed.

At this point, we do not intend to finance and build our own manufacturing facilities, nor would we develop in-house sales channels, although that possibility remains an option to explore if needed.

Clyra Medical Technologies, Inc.

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

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

Clyra is working closely with a medical device and cosmetics manufacturer founded over 50 years ago, Keystone Industries, to ready at-scale manufacturing.

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

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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 June 30, 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 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 revenues decreased 75% and 49% in the three and nine months ended September 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” (see discussion of related litigation in Part I, Item 2 , above).

During the three and nine months ended September 30, 2025, revenues from sales to Pooph comprised 35% and 64% of our consolidated revenue;

compared to the three and nine months ended September 30, 2024, it comprised 74% and 76% of our consolidated revenue.

Our financial statements separate revenue based on products and services.

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.

Revenues from the sale of products for the three and nine months ended September 30, 2025, decreased 80% and 58% over the same periods in 2024.

Revenues from services for the three and nine months ended September 30, 2025, decreased 21% and 116% over the same periods in 2024.

Credit Loss Expense, Pooph Litigation

On June 6, 2025, ONM Environmental entered into an amendment to the Preferred Master Manufacturing Agreement with Ikigai Holdings, LLC and Pooph Inc.

to allow Pooph Inc.

to pay past due amounts of $1,378,141 in royalties and $2,385,468 on product invoices through a weekly payment plan bearing 10% interest and maturing July 3, 2026 (the “PMMA Amendment”).

This amount was recorded on our balance sheet at June 30, 2025, as a note receivable.

The PMMA Amendment also modified payment and invoicing terms on existing and future product purchase orders, and allowed BioLargo to withhold product if the payment terms were not met.

On August 5, 2025, Pooph Inc.

delivered a royalty report due for the second quarter of 2025, but did not pay the $463,520 in royalties due.

On August 15, 2025, it failed to make the weekly payment required pursuant to the PMMA Amendment, and has not made a payment since.

On September 19, 2025, Pooph Inc.

On November 11, 2025, we (BioLargo Inc.

and ONM Environmental Inc.) filed a lawsuit against Pooph Inc.

(and related party Ikigai Marketing Works LLC) in the United States District Court, Central District of California, case number 8:25-cv-02516, alleging patent infringement (35 U.S.C.

271), false advertising (15 U.S.C.

1125), and state law claims including breach of contract, false promise, unfair and fraudulent business practices, and constructive fraud.

(ii) an order that defendants have violated Section 43(a) of the Lanham Act, an injunction preventing defendants from using product reviews based on our proprietary technology with their newly formulated products, and an accounting and damages for these violations;

(iii) compensatory damages for unpaid royalties of $1,667,292;

(iv) compensatory damages for unpaid product purchased from ONM Environmental of $2,154,110, (v) compensatory damages in an amount according to proof for false promises and unfair and fraudulent business practices;

(vi) treble and/or exemplary damages;

and (vii) costs and attorneys fees.

Also on November 11, 2025, Pooph Inc.

served ONM Environmental with a lawsuit venued in the Orange County, California Superior Court filed September 11, 2025, case number 30-2025-01511009, alleging ONM Environmental breached the terms of, and the implied covenant of good faith and fair dealing of, the Preferred Master Manufacturing Agreement, seeking damages in an amount to be determined, as well as unjust enrichment, interest, and attorneys fees and costs, arising out of the manufacture and sale of the Pooph-branded products, including the Litterizer cat-litter additive, and ONM Environmental's refusal to full purchase orders while Pooph Inc.

was in breach of contract for failure to pay past due monies.

ONM Environmental disputes the allegations and intends to vigorously defend the lawsuit.

However, adverse outcomes could materially impact future financial results.

During the three months ended September 30, 2025, BioLargo management determined that the note receivable and accounts receivable owed by Pooph Inc.

were fully impaired, resulting in a $3,849,000 credit loss expense recorded on our condensed consolidated statement of operations, which reduced operating income and current assets by that amount.

ONM Environmental

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Revenue (ONM Environmental)

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.

ONM Environmental’s revenues decreased 80% and 55% (to $776,000 and $5,583,000) in the three and nine months ended September 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".

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

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

We expect annual revenues for the year ending December 30, 2025, to decrease as compared with 2024.

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

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

As a percentage of revenue, ONM Environmental’s costs of goods for the three and nine months ended September 30, 2025, were 54% and 51% a decrease of 1% and 3%, 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 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.

ONM Environmental’s selling, general and administrative expenses ("SG&A") increased 8%during the three and nine months ended September 30, 2025, as compared with the same periods in 2024.

The increase is due to increases in salaries, professional fees and insurance expense.

Operating Income (ONM Environmental)

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.

ONM Environmental generated operating loss of $3,807,000 and $2,026,000 in the three and nine months ended September 30, 2025, compared to operating income of $1,382,000 and $4,668,000 for the three and nine months ended September 30, 2024.

The operating loss is primarily due to the decrease in sales volume of Pooph branded products, which has declined in the 2025 periods, the credit loss expense for uncollectible account receivables totaling $603,000, and the note receivable credit loss expense totaling $3,283,000.

BLEST (engineering)

Revenue (BLEST)

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 adding work with other clients.

Excluding intersegment revenue, our engineering segment's revenues decreased 34% (to $327,000) in the three months ended September 30, 2025, as compared with the same period in 2024, and decreased 7% (to 1,565,000) in the nine months ended September 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 (and related deferred revenue recognition) related to its product sales and its fixed fee contracts at U.S.

Air Force bases.

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

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

In the three and 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.

In the three and nine months ended September 30, 2025, intersegment revenue for BLEST totaled $123,000 and $515,000, and for the three and nine months ended September 30, 2024, intersegmen t revenue for BLEST totaled $326,000.

and $754,000.

The decrease in intersegment revenue is due to a reduced level of liquidity to allocate to the development of the BioLargo technology.

Cost of Revenues (BLEST)

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

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.

In the three and nine months ended September 30, 2025, costs were 95% and 66% of revenues, versus 100% and 74% 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 $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.

BLEST’s SG&A expenses were $198,000 and $752,000 in the three and nine months ended September 30, 2025, compared to $218,000 and $659,000 in the three and nine months ended September 30, 2024.

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

Operating Loss (BLEST)

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.

BLEST generated an operating loss of $403,000 and $763,000 in the three and nine months ended September 30, 2025, compared to an operating loss of $375,000 and $1,067,000 in the three and nine months ended September 30, 2024.

The operating losses are 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 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.

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

In the three and nine months ended September 30, 2025, it incurred total costs and expenses of $1,483,000 and $4,063,000, which included $231,000 and $795,000 in research and development expenses.

In the same periods in 2024, total costs and expenses were $857,000 and $2,019,000, which included $291,000 and $512,000 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.

Although Clyra Medical is working to generate revenue through product sales to multiple distributors, management is not yet in a position to disclose when first sales will commence.

BioLargo Energy Technologies, Inc.

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

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.

For the three and nine months ended September 30, 2025, it incurred total costs and expenses of $128,000 and $346,000, which included $47,000 and $161,000 in research and development expenses.

In the same periods in 2024, total costs and expenses were $194,000, and $575,000, which included $133,000 and $346,000 in research and development expenses.

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

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

During the three and nine months ended September 30, 2025, it incurred $83,000 and $208,000 of total expenses.

In the same periods in 2024, it incurred $59,000 and $174,000 in total expenses primarily related to sales and marketing activities.

1 unchanged sentence

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

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

For the three and nine months ended September 30, 2025 consolidated SG&A increased 48% and 24% (to $3,088,000 and $8,339,000).

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

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

Salaries and payroll related

1 unchanged sentence

Office expense

Depreciation expense

Sales and marketing

2 unchanged sentences

Total Selling, General & Administrative

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.

In the three and nine months ended September 30, 2025, our non-cash expenses from the issuance of stock and stock options totaled $844,000 and $1,951,000 compared to $337,000 and $1,629,000 for the three and nine months ended September 30, 2024.

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

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

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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.

Professional fees increased in the nine months ended September 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.

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

Research and Development

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.

In the three and nine months ended September 30, 2025, we spent $615,000 and $1,934,000 in the research and development of our technologies and products.

This was a decrease of 11% and 8% as compared to the three and nine months ended September 30, 2024.

The decrease is primarily due to the timing of project work and available working capital.

Interest expense

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.

Our interest expense for the three and nine months ended September 30, 2025, was $144,000 and $352,000 compared to interest income of $(13,000) and interest expense totaling $34,000 in the three and nine months ended September 30, 2024.

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

Other Income and Expense

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.

For the nine months ended September 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.

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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.

Net loss for the three and nine months ended September 30, 2025, was $7,244,000 and $11,047,000 a loss of $ (0.02) and $ (0.03) per share, compared to a net loss for the three and nine months ended September 30, 2024, of $1,060,000 and $2,615,000 a loss of $ (0.002) and $ (0.005) per share.

Our net loss for the three and nine months ended September 30, 2025, increased because of the decrease in ONM Environmental revenue and the $3,849,000 credit loss expense associated with a note receivable (see also discussion of recent litigation in Part I, Item 2 above).

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

Three Months Ended

Six Months Ended

June 30, 2025

June 30, 2024

June 30, 2025

June 30, 2024

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

BioLargo corporate

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Liquidity and Capital Resources

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.

For the nine months ended September 30, 2025, we generated revenues of $7,148,000, had a net loss of $11,047,000, of which $3,849,000 was a credit loss expense resulting from a customer's contractual defaults and which is the subject of litigation (see " Credit Loss Expense, Pooph Litigation ", above), used $6,707,000 net cash in operating activities, and received $7,269,000 net cash from financing activities.

As of September 30, 2025, we had current assets of $5,775,000, including $4,546,000 cash and cash equivalents.

As of September 30, 2025, we had current liabilities of $3,451,000, and working capital of $2,324,000.

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.

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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