What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2026-03-04 compared with 2025-03-31 · 97 added, 48 removed, 181 unchanged (44% of the section changed)

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The following is a report of the sales of unregistered securities in the past two years not previously reported in a Quarterly Report on Form 10-Q or in a Current Report on Form 8-K.

During 2024, Clyra Medical sold shares of its common stock and warrants and received $2,005,000 gross proceeds from 29 accredited investors, and in exchange issued the investors 373,835 shares of its common stock and a warrant to purchase 205,670 shares of common stock at $7.50 per share.

During the three months ended December 31, 2025, BioLargo sold shares of its common stock and received $215,000 gross proceeds from two accredited investors, and in exchange issued the investors 1,131,579 shares of its common stock and a six-month warrant to purchase 1,131,579 shares of common stock at $0.228 per share and a 5-year warrant to purchase 1,131,580.

shares of common stock at $0.285 per share.

During the three months ended December 31, 2025, Clyra Medical sold shares of its common stock and warrants and received 150,000 gross proceeds from an accredited investor, and in exchange issued the investors 23,076 shares of its common stock and a warrant to purchase 11,538 shares of common stock at $7.50 per share.

During the three months ended December 31, 2025, Clyra Medical noteholders converted 250,000 of outstanding debt into 41,667 shares of its common stock.

During the three months ended December 31, 2025, BETI sold shares of its common stock and received $325,000 gross proceeds from three accredited investors, and in exchange issued the investors 29,279 shares of its common stock at a price of $3.10 per share.

All of these offerings and sales were made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and/or Regulation D promulgated thereunder as not involving a public offering of securities.

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Clyra Medical, which develops and sells medical products based on our technology;

BETI, which develops our battery technology;

BETI, which is developing our proprietary battery technology;

BEST, which sells equipment based on our technology;

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Our corporate operations, which support the operating segments with legal, accounting, human resources, and other services.

Our consolidated revenue for the year ended December 31, 2024 was $17,779,000, which is a 45% increase over the same period in 2023.

Services revenue increased 32% by $247,000, while revenue from product sales increased by 46%, $5,302,000.

Our consolidated revenue for the year ended December 31, 2025 was $7,765,000, which is a 56% decrease over the $17,779,000 in revenues for the year ended December 31, 2024.

Services revenue increased 96% to $1,998,00, while revenue from product sales decreased 66% to $5,767,000.

The increase in service revenues was related to additional engineering consulting service contracts.

The increase in product revenues was almost entirely due to an increase in the volume of sales of private-label odor-control products, specifically the Pooph branded pet-odor product.

The decrease in product revenues was almost entirely due to the decrease in the volume of sales to our largest private-label odor-control products customer, Pooph Inc.

ONM Environmental

Our wholly-owned subsidiary ONM Environmental generates revenues through sales of our flagship product CupriDyne Clean, by providing design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and through sales of private-label products based on our CupriDyne Clean technology.

Our wholly-owned subsidiary ONM Environmental generates revenues through sales of our flagship product CupriDyne Clean industrial odor and VOC control product, by providing design, installation and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities, and through sales of consumer products based on our CupriDyne Clean technology.

Credit Loss Expense, Pooph Litigation

Since 2021, ONM Environmental has been selling odor control products for use with pets to Ikigai Holdings LLC, who sold them to consumers and retailers under the brand name "Pooph", pursuant to a Preferred Master Manufacturing Agreement ("PMMA") and License Agreement.

On June 6, 2025, the parties amended the PMMA 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”).

These amounts were recorded on our consolidated balance sheets 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, it 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 PMMA, citing our refusal to deliver products.

On September 24, 2025, we delivered notice to Pooph that the grant of license was immediately revoked due to Pooph’s failure to pay royalties, and that we were 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, 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, 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 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, alleging ONM Environmental breached the terms and the implied covenant of good faith and fair dealing of the Preferred PMMA, 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, and ONM Environmental's refusal to fullfil 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.

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 consolidated statements of operations, which reduced operating income and current assets by that amount.

Revenue (ONM Environmental)

ONM Environmental’s revenues for the year ended December 31, 2024, were $15,597,000, an increase of $4,157,000 or 36% from the same period in 2023.

The increase in revenues was almost entirely due to an increase in the volume of sales of private label odor-control products, specifically the Pooph branded pet-odor product (which increased by $3,976,000).

ONM Environmental’s revenues for the year ended December 31, 2025, were $5,905,000 a decrease of $9,692,000 (62%) from the same period in 2024.

The decrease in revenues was almost entirely due to a decrease in the volume of sales of private label odor-control products (which decreased by $9,100,000).

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

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

For the interim period ending March 31, 2025, as the first quarter of 2024 remains our highest recorded revenue period from Pooph, we expect a downturn in revenue in the comparative period.

A reduction of revenue from sale of Pooph will adversely impact our company-wide revenue.

(See the Risk Factor above titled “A significant portion of our revenue is concentrated with one customer.”)

Although we believe the success of the Pooph brand demonstrates the viability of our pet-odor control products, and although we are actively seeking a new partner that can capitalize on the prior success, unless a new partner is found, we expect ONM Environmental's revenues for the year ending the year ended December 31, 2026 to decrease as compared to the year ended December 31, 2025.

Cost of Goods Sold (ONM Environmental)

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

As a percentage of revenue, ONM Environmental’s costs of goods increased 4% in 2024 to 53%.

The increase was related to normal price fluctuations for raw materials.

As a percentage of revenue, ONM Environmental’s costs of goods decreased 2% in 2025 to 51%.

The decrease was related to normal price fluctuations for raw materials.

Selling, General and Administrative Expense (ONM Environmental)

ONM Environmental’s SG&A expenses were $1,324,000 in 2025, compared to $1,357,000 in 2024.

We expect these expenses to remain approximately the same in 2025.

Operating Income (ONM Environmental)

ONM Environmental generated operating income of $5,920,000 in 2024, compared to an operating income of $4,335,000 in 2023.

The increase in operating income is due almost entirely to an increase in the sales of its Pooph branded pet odor product.

As the marketing and sales of that product is in the sole control of a third party, we have no way of determining whether these sales will decrease or increase in the current year and thus have no way to determining whether ONM Environmental will have an operating income in the current year.

We expect these expenses to remain approximately the same in 2026 at the current level of operations.

Operating Loss and Income (ONM Environmental)

ONM Environmental generated an operating loss of $2,317,000 in 2025, compared to operating income totaling $5,920,000 in 2024.

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

BLEST (engineering division)

Revenue (BLEST)

BLEST generated $2,182,000 of revenue from third parties in 2024, compared to $770,000 in 2023, representing a 183% increase from the prior year.

BLEST generated $1,998,000 in third-party service revenues in the year ended December 31, 2025, a 96% increase over the $1,017,000 in third-party service revenues in the year ended December 31, 2024.

This increase was due to an increased volume of services provided to existing and new clients, including increased work at U.S.

Air Force bases.

As BLESTs revenues in 2024 included product revenue related to the Lake Stockholm project, its overall revenues in 2025 decreased as compared to 2024.

In 2025 and future periods, product sales of BioLargo proprietary technology will be through BioLargo Equipment Solutions & Technologies, Inc.

- BLEST's role will be to provide supporting engineering services for such products, both at the sales and implementation cycles.

In addition to providing service to third party clients, BLEST provides services to BioLargo and its subsidiaries for internal BioLargo projects.

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

The increase in third party revenue in 2024 as compared to 2023 is a result of $878,000 of revenue recognized in the second quarter of 2024 from the sale of AEC water treatment equipment.

In the year ended December 31, 2024, intersegment revenues totaled $1,015,000 compared to $1,627,000 in 2023.

Intersegment revenue is primarily used to further engineer and develop our AEC PFAS treatment system and battery technology.

In the year ended December 31, 2025, intersegment revenues totaled $685,000 compared to $1,015,000 in 2024.

Cost of Goods Sold (BLEST)

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In 2025, its cost of goods were 72% of its revenues, versus 74% in 2024.

The increase is related to increased costs on fixed fee contracts, and work attributed to the AEC water treatment equipment.

The decrease is related to decreased costs on fixed fee contracts.

We expect the cost of services to remain consistent in 2026 based on the contracts currently in progress.

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This operating loss is reflective of the focus at BLEST on internal BioLargo projects.

While we are unable to record revenues generated from services by the engineering group to other BioLargo operating divisions for important projects such as the development of the AOS and AEC technologies, it is important to note that its net loss would be eliminated if it were selling these services to a third party at fair market value.

While we are unable to record revenues generated from services by the engineering group to other BioLargo operating divisions for important projects such as the development of the AOS and AEC technologies, it is important to note that its net loss would be reduced if it were selling these services to a third party at fair market value.

Because the subsidiary had a net loss, we invested cash during the year to allow it to maintain operations.

Clyra Medical

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

past revenues have been nominal.

In 2024, Clyra had an operating loss totaling $3,324,000, which included $827,000 in research and development expenses.

In the same period in 2023, operating loss totaled $2,102,000, which included $335,000 in research and development expenses.

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

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

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

Clyra Medical did not generate revenues in the years ended December 31, 2025 or 2024.

It received a first purchase order for its ViaCLYR product in February 2026, and expects to record revenue in the three-months ending March 31, 2026.

In the year ended December 31, 2025, Clyra had an operating loss totaling $6,065,000, which included $1,168,000 in research and development expenses.

In the same period in 2024, the operating loss totaled $3,324,000, which included $827,000 in research and development expenses.

The increases in costs and expenses is related to stock option compensation expense and product development expense related to readying for scaled commercialization.

In the year ended December 31, 2025, Clyra raised $5,745,000 in debt and equity.

In the year ended December 31, 2024, Clyra raised $2,869,000, in debt and equity.

From January 1, 2026, through March 4, 2026, Clyra Medical received $1,705,000 and issued unsecured promissory notes in the aggregate principal amount of $1,705,000, bearing interest at the rate of 15% per annum, which mature February 28, 2029, and require interest-only payments until maturity (titled its 2026 Guaranteed Note).

Clyra Medical also issued the investors warrants allowing for the purchase of an aggregate 133,282 shares of its common stock at $7.50 per share, expiring February 28, 2031.

Payment of the promissory notes are guaranteed by BioLargo Inc.

BioLargo Energy Technologies (BETI)

BioLargo Energy Technologies, Inc.

(BETI) is focused on development of our Cellinity battery, which is not yet fully developed and ready for sale, and thus has not generated generate revenue.

In 2025, BETI had an operating loss totaling $639,000 , which included $274,000 in research and development expenses.

In the same period in 2024, the operating loss totaled $642,000, which included $379,000 in research and development expenses.

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

We do not expect BETI to generate revenue in the year ending December 31, 2026, as it continues its research and development and pre-commercialization activities.

BioLargo Equipment, Solutions & Technologies (BEST)

BioLargo Equipment, Sciences and Technologies, Inc.

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

During 2024 BEST had an operating loss totaling $273,000.

BEST had an operating loss totaling $276,000 and $273,000 during 2025 and 2024.

Selling, General and Administrative Expense – consolidated

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Office expense

Board of director expense

Depreciation expense

Sales and marketing

Investor relations

The increases in salaries and payroll related is primarily due to the fair value of the stock options issued.

The increase in professional fees, consulting, office expense, sales and marketing and investor relations were due to increased company activities and revenues, including new company projects such as the liquid sodium battery.

Board of director expense

The increases in salaries and payroll related is primarily due to increased option compensation to employees and the associated fair value, and the increased number of employees at Clyra.

The increase in professional and consulting fees are primarily from Clyra as it prepares for the commercialization of its products.

The increase in sales and marketing was due to increased company activities at Biolargo and at Clyra.

Office expense increased due to an increase in square footage of rented space and an increase in general office expenses related to expanded operations.

Board of director expense was consistent with prior year activity.

The increase in the Board of Director fees is due Clyra's issuance of equity to its board members.

Impairment Expense

During each of the years ended December 31, 2024 and 2023, management recognized $0 and $394,000, respectively, impairment of Clyra’s prepaid marketing asset (see Note 10).

During the years ended December 31, 2025 and 2024, management recognized an impairment expense of $14,000 and $0, respectively, related to BioLargo's noncontrolling interest in its South Korean joint venture.

Credit Loss Expense

During the year ended December 31, 2025, management recognized credit loss expense of $3,849,000 related to an ONM Environmental client (see Credit Loss Expense, Pooph Litigation , above).

Research and Development

In the year ended December 31, 2025, we spent $2,593,000 in the research and development of our technologies and products.

This was an increase of 26% ($600,000) compared to 2023, due to increased activity related to development of Bioclynse, our AEC water filtration and Cellinity battery products.

This was a decrease of 10% or $289,000 compared to 2024, due to decreased activity by Clyra Medical as it approaches commercialization of its wound irrigation solution products.

The research and development activity was related to the development of wound irrigation solution medical products, the AEC water filtration system, and the Cellinity battery products.

Other Income and Expense

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Interest expense

Our interest expense for the year ended December 31, 2024, was $33,000, a decrease of 64% compared with 2023.

The significant decrease in interest expense is related to reduced debt and our interest income, offsetting the interest expense.

We expect our interest expense to increase in 2025 as compared with 2024 due to increased debt obligations at Clyra Medical.

Net loss for the year ended December 31, 2024, was $4,347,000 a loss of $0.01 per share, compared to a net loss for the year ended December 31, 2023, of $4,648,000 a loss of $0.01 per share, a decrease in net loss of 6%.

Our net loss this year declined because of the increase in gross margin related to the increase in our revenues, offset by an increase of selling, general and administrative expense.

Our interest expense for the year ended December 31, 2025, was $540,000, an increase of 661% compared with 2024.

The significant increase in interest expense is related to Clyra Medical debt, which increased in the year ended December 31, 2025.

We expect our interest expense to increase in 2026 as compared with 2025 due to further increased debt obligations at Clyra Medical.

Net loss for the year ended December 31, 2025, was $15,189,000 a loss of $0.04 per share, compared to a net loss for the year ended December 31, 2024, of $4,347,000 a loss of $0.01 per share.

This is a year-over-year increase in net loss of 249%.

Our net loss this year increased because of the decrease in ONM Environmental revenue and the $3,849,000 credit loss expense associated with an ONM Environmental client (see Credit Loss Expense, Pooph Litigation , above).

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

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We have been, and anticipate that we will continue to be, limited in terms of our capital resources.

As of December 31, 2024, our cash and cash equivalents totaled $3,548,000, and our total liabilities included $1,079,000 in debt obligations, of which $838,000 were owed by Clyra Medical.

Of this remaining amount, $ 552,000 is due within one year.

As of December 31, 2025, our cash and cash equivalents totaled $3,883,000, and our total liabilities included $2,079,000 debt, of which $1,814,000 was owed by Clyra Medical and of that amount, $1,395,000 is due within one year.

Therefore, we intend to continue to raise investment capital through the sale of our securities and the securities of our subsidiaries.

To meet our cash obligations during the year-ended December 31, 2024, we (i) sold $260,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see Note 3), (ii) sold $334,000 of our common stock and warrants to accredited investors (see Notes 3 and 6), (iii) sold $2,005,000, of Clyra Medical common stock (see Note 10), and (iv) sold $50,000 of BETI common stock (see Note 9).

To meet our cash obligations during the year-ended December 31, 2025, we (i) sold $2,122,000 of our common stock to Lincoln Park Capital Fund, LLC (“Lincoln Park”) (see “ Share Purchase Agreement with Lincoln Park ” above, and Note 3 ), (ii) sold $215,000 of our common stock and warrants to accredited investors (see Note 3 and Note 6 ), (iii) sold $2,339,000, of Clyra Medical common stock and sold $2,145,000 Clyra Medical Series B Preferred stock (see Note 10 ), and (iv) sold $425,000 of BETI common stock (see Note 9 ).

To reduce our operational cash burdens, we regularly issue officers and vendors stock or options in lieu of cash and anticipate that we will continue to be able to do so in the future.

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to rely on our agreement with Lincoln Park or other private financings, and in the long term, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies.

Since January 1, 2026, through March 4, 2026 (see Note 16, Subsequent Events ), Clyra Medical has received $1,705,000 and issued three-year promissory notes in that amount, BETI has sold $462,000 of its common stock, and BioLargo Inc.

sold $170,704 of common stock to Lincoln Park (prior to the February 1, 2026 expiration of our Purchase Agreement with Lincoln Park).

The foregoing factors raise substantial doubt about our ability to continue as a going concern, unless we are able to continue to rely on an institutional equity line such as our arrangement with Lincoln Park or other private financings, and in the long term, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies.

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

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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-K

Item 5. Market for Registrant’s Common Equity