What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-15 compared with 2025-11-14 · 365 added, 596 removed, 1043 unchanged (48% of the section changed)

4 unchanged sentences

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

September 30, 2025

March 31, 2026

Current assets:

9 unchanged sentences

Clyra Medical note receivable

Investment in South Korean joint venture

$ 8,565 $ 8,311

Liabilities and stockholders’ equity

Liabilities and stockholders’ (deficit) equity

Current liabilities:

Accounts payable and accrued expenses

$ 1,076 $ 1,211

Clyra Medical accounts payable and accrued expenses

Clyra Medical debt obligations, net of discount $ 104 and $ 139

Contract liabilities

Debt obligations

9 unchanged sentences

Total liabilities

STOCKHOLDERS’ EQUITY:

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

STOCKHOLDERS’ (DEFICIT) EQUITY:

Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at March 31, 2026 and December 31, 2025

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 319,699,928 and 317,377,777 Shares Issued, at March 31, 2026 and December 31, 2025

Additional paid-in capital

8 unchanged sentences

( 1,973 ) ( 2,516 )

Total stockholders’ equity

Total liabilities and stockholders’ equity

Total stockholders’ (deficit) equity

( 187 ) 1,526

Total liabilities and stockholders’ (deficit) equity

$ 8,565 $ 8,311

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

3 unchanged sentences

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

Three Months Ended September 30,

Nine Months Ended September 30,

Three Months Ended March 31,

Product revenue

1 unchanged sentence

Service revenue

327 416 1,564 725

Total revenue

1,103 4,351 7,148 14,122

Cost of revenue

5 unchanged sentences

( 657 ) ( 1,781 )

372 1,722 3,278 6,103

Selling, general and administrative expenses

3,088 2,093 8,339 6,720

Research and development

615 690 1,934 2,098

Credit loss expense

3,849 — 3,849 —

Total operating expenses

7,552 2,783 14,122 8,818

Operating loss:

4 unchanged sentences

Interest income

PPP loan forgiveness

Total other expense

13 unchanged sentences

Foreign currency translation

8 12 ( 12 ) 47

Comprehensive loss

7 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ (DEFICIT) EQUITY

(in thousands, except for share data)

3 unchanged sentences

Total stockholders’

(deficit) equity

Balance, December 31, 2025

6 unchanged sentences

— — 286 — — — 286

Stock option exercise (unaudited)

265,800 — — — — — —

Clyra Medical stock option compensation expense (unaudited)

— — — — — 206 206

Clyra Medical stock issued for services (unaudited)

— — — — — 36 36

Clyra Medical stock unit offering (unaudited)

— — — — — 295 295

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 69 69

Noncontrolling interest allocation (unaudited)

— — ( 522 ) — — 522 —

Net loss (unaudited)

— — — ( 1,155 ) — ( 766 ) ( 1,921 )

Foreign currency translation (unaudited)

— — — — ( 20 ) — ( 20 )

Balance, March 31, 2025 (unaudited)

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

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

4,077,285 3 805 — — — 808

Issuance of common stock for services (unaudited)

915,003 — 212 — — — 212

Stock option compensation expense (unaudited)

Common stock issued as a fee (unaudited)

500,000 — 85 — — — 85

1 unchanged sentence

— — — — — 413 413

Clyra Medical stock issued for services (unaudited)

— — — — — 24 24

Clyra Medical dividend Series A Preferred stock (unaudited)

2 unchanged sentences

— — — — — 232 232

Clyra Medical Unit Warrant offering (unaudited)

— — — — — 1,309 1,309

Noncontrolling interest allocation (unaudited)

— — 1,027 — — ( 1,027 ) —

Net loss (unaudited)

— — — ( 1,193 ) — ( 689 ) ( 1,882 )

Balance, June 30, 2025 (unaudited)

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

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)

6 unchanged sentences

— — — — ( 2 ) — ( 2 )

Balance, September 30, 2025 (unaudited)

Balance, March 31, 2026 (unaudited)

319,699,928 $ 214 $ 165,347 $ ( 163,566 ) $ ( 209 ) $ ( 1,973 ) $ ( 187 )

BIOLARGO, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ EQUITY

(in thousands, except for share data)

Additional paid-in

4 unchanged sentences

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

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

2,160,348 1 487 — — — 488

Issuance of stock for services (unaudited)

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

— — ( 15 ) — — — ( 15 )

Warrant exercise (unaudited)

Issuance of common stock for services (unaudited)

220,330 — 61 — — — 61

1 unchanged sentence

— — 409 — — — 409

Stock option compensation expense Clyra (unaudited)

— — — — — 59 59

Stock for service Clyra (unaudited)

— — — — — 52 52

Clyra stock unit offering (unaudited)

— — — — — 475 475

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

BETI stock offering (unaudited)

— — — — — 50 50

Noncontrolling interest allocation (unaudited)

— — 288 — — ( 288 ) —

Net loss (unaudited)

— — — ( 410 ) — ( 365 ) ( 775 )

Foreign currency translation (unaudited)

— — — — 96 — 96

Balance, March 31, 2024 (unaudited)

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

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

454,547 1 135 — — — 136

Issuance of stock for services (unaudited)

446,989 — 116 — — — 116

Issuance of stock in exchange for BETI shares (unaudited)

378,788 — — — — — —

Warrant exercise (unaudited)

561,470 1 140 — — — 141

Stock option exercise (unaudited)

265,800 — — — — — —

Stock option compensation expense (unaudited)

— — 476 — — — 476

Stock option compensation expense Clyra (unaudited)

— — — — — 63 63

Stock for service Clyra (unaudited)

— — — — — 14 14

Clyra sales of Series A Preferred stock (unaudited)

— — — — — 640 640

Clyra dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Noncontrolling interest allocation (unaudited)

— — ( 2,565 ) — — 2,565 —

Net loss (unaudited)

— — — ( 441 ) — ( 339 ) ( 780 )

Foreign currency translation (unaudited)

— — — — ( 61 ) — ( 61 )

Balance, June 30, 2024 (unaudited)

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

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)

Clyra Medical stock option compensation expense (unaudited)

— — — — — 206 206

Stock option compensation expense Clyra (unaudited)

Clyra Medical stock issued for services (unaudited)

— — — — — 36 36

Stock option exercise Clyra (unaudited)

Clyra Medical stock unit offering (unaudited)

— — — — — 295 295

Clyra dividend Series A Preferred stock (unaudited)

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Clyra unit offering (unaudited)

Clyra conversion of note payable and interest (unaudited)

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 69 69

5 unchanged sentences

— — — — ( 20 ) — ( 20 )

Balance, September 30, 2024 (unaudited)

Balance, March 31, 2025 (unaudited)

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

4 unchanged sentences

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

Nine Months Ended September 30,

Three Months Ended March 31,

Cash flows from operating activities

1 unchanged sentence

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

Credit loss expense

Stock option compensation expense

Common stock issued for services

Bad debt expense

PPP loan forgiveness

Credit loss expense

Amortization of debt discount

4 unchanged sentences

Finance lease liability

(Gain) loss on investment in South Korean joint venture

( 24 ) ( 21 )

Gain on investment in South Korean joint venture

Depreciation expense

2 unchanged sentences

( 115 ) ( 1,077 )

( 79 ) ( 85 )

Prepaid expenses and other assets

Accounts payable and accrued expenses

( 10 ) ( 35 )

Clyra Medical accounts payable and accrued expenses

4 unchanged sentences

Equipment purchases

( 33 ) ( 1,260 )

Proceeds from note receivable

Net cash provided by (used in) investing activities

448 ( 1,260 )

Net cash used in investing activities

Cash flows from financing activities

Proceeds from sale of common stock, net of commissions

Proceeds from debt obligation

Proceeds from warrant exercise

Proceeds from option exercise

Proceeds from sale of BETI common stock

Proceeds from sale of common stock, net of offering costs

Common stock issued for financing fee

Repayment of debt obligations

( 18 ) ( 12 )

Proceeds from BETI unit offering

Proceeds from Clyra Medical preferred series B

Proceeds from Clyra Medical debt obligations

Proceeds from Clyra unit warrant offering

Proceeds from sales of Clyra Medical common stock

9 unchanged sentences

Non-cash investing and financing activities

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

$ ( 641 ) $ ( 522 )

Fair value of Clyra Medical warrants issued as debt discount

25 unchanged sentences

Liquidity / Going Concern

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 .

For the three months ended March 31, 2026 , we generated revenues of $ 1,115,000 , had a net loss of $ 3,405,000 , used $ 2,917,000 net cash in operating activities, and received $ 3,190,000 net cash from financing activities.

As of March 31, 2026 , we had current assets of $ 5,445,000 , including $ 4,122,000 cash and cash equivalents.

As of March 31, 2026 , we had current liabilities of $ 4,932,000 , and working capital of $ 513,000 .

We do not believe gross profits in the year ending December 31, 2026, 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.

2 unchanged sentences

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Summary of Significant Accounting Policies

7 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, 2025 , included in our Annual Report on Form 10 -K filed with the SEC on March 4, 2026.

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.

The results of operations for the three months ended March 31, 2026 , are not necessarily indicative of the results to be expected for the full year or any future period.

Foreign Currency

5 unchanged sentences

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

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

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

September 30, 2025

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

As of March 31, 2026 , and December 31, 2025 , our cash balances were made up of the following (in thousands):

March 31, 2026

December 31, 2025

4 unchanged sentences

$ 4,122 $ 3,883

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Receivable

4 unchanged sentences

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

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

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

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

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

As of March 31, 2026 , and December 31, 2025 , the allowance for expected credit losses were $ 700,000 .

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 operations or an offset to note and credit loss expense in the year of recovery, in accordance with the entity's accounting policy election.

If any recoveries are made from any accounts previously written off, they will be recognized in operations or an offset to 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.

1 unchanged sentence

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.

This amount was recorded on our consolidated 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.

3 unchanged sentences

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.

On September 24, 2025, BioLargo and ONM delivered notice to Pooph that its license grant 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).

1 unchanged sentence

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.

and Ikigai Marketing Works LLC (successor entity to Ikigai Holdings LLC) in the United States District Court for the Central District of California in part to recover the amounts due for product purchases and royalties.

(See Note 13 , "Legal Proceedings".)

1 unchanged sentence

were fully impaired, resulting in a $ 3,886,000 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.

There were no write-offs of accounts receivable or note receivable during the three months ended March 31, 2026 and 2025.

BIOLARGO, INC.

3 unchanged sentences

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

During the three and nine months ended September 30, 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 September 30, 2025 and December 31, 2024 , one customer accounted for more than 10% of consolidated accounts receivable (see Note 7 ):

September 30, 2025

During the three months ended March 31, 2026 and 2025 , the following customers accounted for more than 10% of consolidated revenues:

Three Months Ended March 31,

At March 31, 2026 and December 31, 2025 , the following customers accounted for more than 10% of consolidated accounts receivable:

March 31, 2026

December 31, 2025

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

September 30, 2025

There was no allowance for obsolete inventory as of March 31, 2026 , and December 31, 2025 Inventories consisted of the following (in thousands):

March 31, 2026

December 31, 2025

Finished goods

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 , and (iii) interest receivable.

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Interest receivable

Equity Method of Accounting

On March 20, 2020, we invested $ 100,000 into a South Korean entity (Odin Co.

Ltd., “Odin”) pursuant to a Joint Venture agreement we had entered into with BKT Co.

based subsidiary, Tomorrow Water.

We received a 40 % non-dilutive equity interest, and BKT and Tomorrow Water each received 30 % equity interests for an aggregate $ 150,000 investment.

We account for our investment in the joint venture under the equity method of accounting.

We have determined that while we have significant influence over the joint venture through our technology license and our position on the Board of Directors, we do not control the joint venture or are otherwise involved in managing the entity and we own less than a majority of the equity.

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 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.

6 unchanged sentences

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

For the three and nine months ended September 30, 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 .

For the three months ended March 31, 2026 and 2025 , the denominator in the diluted LPS computation is the same as the denominator for basic LPS due to the Company’s net loss which creates an anti-dilutive effect of the warrants and stock options.

As of March 31, 2026 the vested stock options available to be exercised totaled 68,311,167 and the vested warrants available to be exercised totaled 32,217,910 .

Use of Estimates

1 unchanged sentence

Actual results could differ from those estimates.

Estimates are used when accounting for stock-based transactions, debt transactions, derivative liabilities, expected credit losses, asset depreciation and amortization, impairment expense, among others.

Estimates are used when accounting for stock-based transactions, debt transactions, expected credit losses, asset depreciation and amortization, impairment expense, among others.

The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our condensed consolidated financial statements.

9 unchanged sentences

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

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

The following methodology and assumptions were used to calculate share-based compensation for the three months ended March 31, 2026 and 2025 :

Risk free interest rate

5 unchanged sentences

Life in years

10 10 10 10 10

Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option.

11 unchanged sentences

The warrant relative fair values are also recorded as a discount to the convertible promissory notes.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Non-Cash Transactions

9 unchanged sentences

Recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s products are sold through a contract with the customer and a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment.

We have revenue from two subsidiaries, ONM and BLEST.

ONM identifies its contract with the customer through a written purchase order, in which the details of the contract are defined including the transaction price and method of shipment.

The only performance obligation is to create and ship the product and each product has separate pricing.

Revenue is recognized at a point in time when the goods are shipped if the agreement is FOB manufacturer, and when goods are delivered if FOB destination.

ONM recognizes revenue at a point in time when the order for its goods are shipped if its agreement with the customer is FOB ONM’s warehouse facility, and when goods are delivered to its customer if its agreement with the customer is FOB destination.

Revenue is recognized with a reduction for sales discounts, as appropriate and negotiated in the customer’s purchase order.

Service contracts are performed through a written contract, which specifies the performance obligations and the rate at which the services will be billed, typically by time and materials.

ONM also installs misting systems for which it bills on a time and materials basis.

It identifies its contract with the customer through a written purchase order in which the details of the time to be billed and materials purchased and an estimated completion date.

The performance obligation is the completion of the installation.

Revenue is recognized in arrears as the work is performed.

BLEST identifies services to be performed in a written contract, which specifies the performance obligations and the rate at which the services will be billed.

Each service is separately negotiated and priced.

Revenue is recognized as services are performed and completed, or, for services related to product installations, at the completion of the installation.

A few contracts have called for milestone or fixed cost payments, where we invoice an agreed-to amount per month for the life of the contract.

Revenue is recognized as services are performed and completed.

BLEST’s contracts typically call for invoicing for time and materials incurred for that contract.

A few contracts have called for milestone or fixed cost payments where BLEST bills an agreed-to amount per month for the life of the contract.

In these instances, completed work, billed hourly, is recognized as revenue.

If the billing amount is greater or lesser than the completed work, a receivable or payable is created.

If the billing amount is greater or lesser than the completed work, a contract asset or contract liability is created.

These accounts are adjusted upon additional billings as the work is completed.

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

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

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

Our Canadian subsidiary had a grant deposit outstanding at September 30, 2025 and December 31, 2024 , totaling $ 79,000 and $ 76,000 .

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The Company has outstanding contract liability obligations of $ 319,000 and $ 280,000 as of March 31, 2026, and December 31, 2025, respectively.

There was no revenue recorded in the three months ended March 31, 2026, from the change in contract liability obligations.

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

Our Canadian subsidiary had a grant deposit outstanding at March 31, 2026 , and December 31, 2025 , totaling $ 79,000 and $ 80,000 , respectfully.

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

ONM Environmental had a customer deposit outstanding at September 30, 2025 and December 31, 2024 , totaling $ 1,000 and $ 14,000 related to customer purchase orders not yet fulfilled.

ONM Environmental had a customer deposit outstanding at March 31, 2026 , and December 31, 2025 , totaling $ 109,000 related to customer purchase orders not yet fulfilled.

Government Grants

5 unchanged sentences

This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The grants typically provide for (i) recurring monthly amounts, (ii) reimbursement of costs for research talent for which we invoice to request payment, and (iii) ancillary cost reimbursement for research talent travel related costs.

10 unchanged sentences

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

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

Management believes there are no unrecognized tax benefits or uncertain tax positions as of March 31, 2026 and December 31, 2025 .

The Company assessed its earnings history, trends and estimates of future earnings and determined that the deferred tax asset could not be realized as of March 31, 2026 and December 31, 2025 .

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

1 unchanged sentence

Fair Value of Financial Instruments

Management believes the carrying amounts of the Company’s financial instruments as of September 30, 2025 and December 31, 2024 approximate their respective fair values because of the short-term nature of these instruments.

Management believes the carrying amounts of the Company’s financial instruments as of March 31, 2026 and December 31, 2025 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.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

At inception of a lease contract, we assess whether the contract is, or contains, a lease.

21 unchanged sentences

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

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.

As of March 31, 2026 and December 31, 2025 , the operating right-of-use assets totaled $ 979,000 , and $ 1,028,000 , respectively.

As of March 31, 2026 and December 31, 2025 , the operating lease liability totaled $ 1,027,000 and $ 1,074,000 , respectively, on our condensed consolidated balance sheets related to our operating leases.

The finance lease is related to Clyra.

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.

As of March 31, 2026 and December 31, 2025 , the finance right-of-use asset for Clyra totaled $ 310,000 and $ 338,000 and the finance lease liability totaled $ 336,000 and $ 360,000 , respectively, on our condensed consolidated balance sheets related to our finance lease.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Equipment and Leasehold Improvements

4 unchanged sentences

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

September 30, 2025

March 31, 2026

December 31, 2025

12 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 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 .

Noncontrolling interest of Clyra represents 52 % as of March 31, 2026 , and December 31, 2025 .

Noncontrolling interest of BLEST represents 30 % as of March 31, 2026 , and December 31, 2025 .

Noncontrolling interest of BETI represents 7 % and 5 % as of March 31, 2026 , and December 31, 2025 .

Recent Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09, “Improvements to Income Tax Disclosures.” ASU 2023 - 09 requires disclosure of specific categories in the income tax rate reconciliation and requires additional information for reconciling items that meet a quantitative threshold.

The standard requires an annual disclosure of income taxes paid, net of refunds received, disaggregated by federal, state and foreign taxes and to disaggregate the information by jurisdiction based on a quantitative threshold.

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

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

In November 2024, the FASB issued ASU 2024 - 03, “Expense Disaggregation Disclosures.” ASU 2024 - 03 requires disclosure to disaggregate prescribed expenses within relevant income statement captions.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024 - 03, “Expense Disaggregation Disclosures.” ASU 2024 - 03 requires disclosure to disaggregate prescribed expenses within relevant income statement captions.

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

5 unchanged sentences

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.

The adoption of this ASU did not have a material impact on the consolidated results of operations and financial condition.

In September 2025, the FASB issued ASU No.

4 unchanged sentences

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

In December 2025, the FASB issued ASU 2025 - 11, Interim Reporting (Topic 270 ):

Narrow-Scope Improvements.

ASU 2025 - 11 clarifies interim disclosure requirements and provides a comprehensive list of interim disclosures that are required by GAAP.

The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The standard is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is evaluating the impact of the changes to its condensed consolidated financial statements and existing disclosures.

BIOLARGO, INC.

9 unchanged sentences

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

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

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.

This agreement expired February 1, 2026.

During the three months ended March 31, 2026 we sold 984,188 shares of our common stock to Lincoln Park and received $ 171,000 in gross and net proceeds.

We did not sell shares of our common stock to Lincoln Park during the three months ended March 31, 2025.

Clearthink Financing

On March 20, 2026, we entered into a purchase agreement (the “Purchase Agreement”) with Clearthink Capital Partners, LLC (“Clearthink”), pursuant to which Clearthink committed to purchase up to $ 10.0 million of the Company’s common stock.

Under the Purchase Agreement, we have the right, but not the obligation, to sell to Clearthink, and Clearthink is obligated to purchase up to $ 10.0 million of our common stock.

Sales of common stock are subject to certain limitations set forth in the Purchase Agreement, and may occur from time to time, at our sole discretion, over the 36 -month period commencing on the date that the conditions to Clearthink’s purchase obligation set forth in the Purchase Agreement are satisfied, including that a registration statement covering the resale by Clearthink of shares of Common Stock that may be issued to Clearthink under the Purchase Agreement, which we filed with the Securities and Exchange Commission (the “SEC”) on April 9, 2026, and which was declared effective by the SEC on April 15, 2026 ( the date on which all of such conditions are satisfied, the “Commencement Date”).

From and after the Commencement Date and until May 1, 2029 unless we are in default of the Purchase Agreement, on any trading day we select, we may, by written notice delivered to Clearthink, direct Clearthink to purchase up to the lesser of (i) $ 500,000 of our common stock, and (ii) 300 % of the daily average shares traded value for the eight trading days prior to the date of the purchase notice, with a minimum of no less than $ 25,000 .

At least five business days must elapse between each purchase notice unless the parties mutually agree otherwise.

The purchase price per share of Common Stock sold in each such purchase, if any, will be based on prevailing market prices of the common stock immediately preceding the time of sale as computed under the Purchase Agreement, equal to the average of the two lowest daily closing prices of our common stock during the eight trading days preceding the purchase notice.

Actual sales of shares of common stock to Clearthink will depend on a variety of factors we will take into consideration from time to time, including, among others, market conditions, the trading price of our common stock and determinations as to the appropriate sources of funding for the Company and its operations.

The net proceeds under the Purchase Agreement to the Company will depend on the frequency and prices at which we sell shares of Common Stock to Clearthink.

We expect that any proceeds we receive from such sales to Clearthink will be used for working capital and general corporate purposes.

During the three months ended March 31, 2026 , we issued Clearthink 500,000 shares of our common stock at $ 0.17 per share as payment of a "committment fee" in accordance with the terms of the Purchase Agreement, and we recorded $ 85,000 as a financing fee.

See Note 14 "Subsequent Events".

Unit Offering

During the three months ended March 31, 2026 , we sold 555,556 shares of our common stock and received $ 100,000 gross and net proceeds from one accredited investor.

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

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

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

In the three months ended March 31, 2026 and March 31, 2025 , we recorded a $ 15,000 financing fee.

Debt Obligations

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

The following table summarizes our debt obligations outstanding as of March 31, 2026 and December 31, 2025 (in thousands).

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

September 30, 2025

March 31, 2026

December 31, 2025

10 unchanged sentences

Total long-term debt, net of current

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.

For the three months ended March 31, 2026 , and March 31, 2025 , we recorded $ 188,000 and $ 93,000 of interest expense related to the coupon interest from our debt obligations, inclusive of Clyra Medical debt obligations.

(See Note 8 .)

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

As of September 30, 2025 , and December 31, 2024, the balance of this loan totals $ 45,000 and $ 54,000 .

As of March 31, 2026 , and December 31, 2025 , the balance of this loan totals $ 39,000 and $ 42,000 .

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 .

As of March 31, 2026 , and December 31, 2025 , the balance of this loan totals $ 35,000 and $ 39,000 .

SBA Program Loans

3 unchanged sentences

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 .

As of March 31, 2026 , and December 31, 2025 , the outstanding balance on this loan totaled $ 43,000 .

In July 2020, ONM Environmental received an Economic Injury Disaster Loan (EIDL) from the SBA in the amount of $ 150,000 .

The note has a 3.75 % annual interest rate, requires monthly payments of $ 700 , and matures July 2053.

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026 , and December 31, 2025 , the balance of this loan totaled $ 140,000 and $ 141,000 .

Share-Based Compensation

1 unchanged sentence

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, 2026 , we issued 69,444 shares of our common at $ 0.16 per share in lieu of $ 11,000 of accrued and unpaid obligations to an officer.

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

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

On 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.

Payment of Consultant and Vendor Fees

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.

On March 31, 2024, we issued 288,997 shares of our common stock at $ 0.35 per share in lieu of $ 83,000 of accrued and unpaid obligations to consultants and vendors.

On March 31, 2026 , we issued 212,963 shares of our common at $ 0.16 per share in lieu of $ 35,000 of accrued and unpaid obligations to consultants and vendors.

On 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.

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.

3 unchanged sentences

Stock Option Expense

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 $ 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 .

During the three months ended March 31, 2026 , and 2025, we recorded an aggregate $ 699,000 and $ 615,000 , in selling general and administrative expense related to the issuance of stock options.

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

Included in these totals is option expense related to issuances by our subsidiary, Clyra Medical, totaling $ 413,000 and $ 206,000 during the three months ended March 31, 2026 , and 2025.

(See Note 8 .)

8 unchanged sentences

The number of shares available to be issued under the 2024 Plan increases automatically on January 1 of each year by the lesser of (a) 2 million shares, or (b) such number of shares determined by our Board.

As of September 30, 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:

As of March 31, 2026 , 44,000,000 shares are authorized under the plan, and 24,892,531 remain available for grant.

Activity for our stock options under the 2024 Plan during the three months ended March 31, 2026 , and 2025, is as follows:

Options outstanding

4 unchanged sentences

5,493,920 $ 0.23

Balance, September 30, 2024

2,024,538 $ 0.28

Balance, March 31, 2025

7,518,458 $ 0.24

Vested Balance, September 30, 2024

( 2,357,787 ) $ 0.24

Vested Balance, March 31, 2025

5,160,671 $ 0.24

Balance, December 31, 2025

1 unchanged sentence

2,314,455 $ 0.16

Balance, September 30, 2025

Balance, March 31, 2026

19,107,469 $ 0.20 9.0 $ —

( 4,957,864 ) $ 0.20

Vested balance, September 30, 2025

Vested balance, March 31, 2026

14,149,605 $ 0.21 8.9 $ —

( 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:

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.16 at March 31, 2026 .

The options granted to purchase 2,314,455 shares during the three months ended March 31, 2026 with an aggregate fair value of $ 325,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 439,816 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

5 unchanged sentences

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

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:

As of March 31, 2026 , there remains $ 846,000 of stock option expense to be expensed over the next four years.

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

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

5 unchanged sentences

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Extension of Agreement with Chief Financial Officer

1 unchanged sentence

Dargan, II automatically extended for a one -year period to expire January 31, 2027 ( the “2026 - 27 Term”).

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

As the sole compensation for the 2026 - 27 Term, and in accordance with his contract, Mr.

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

1 unchanged sentence

The Option is exercisable at $ 0.18 per share, the closing price of BioLargo’s common stock on the last trading day of January 2026, expires ten years from the grant date, and was issued pursuant to the Company’s 2024 Equity Incentive Plan.

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

Dargan, II agreed to extend the term of his engagement agreement dated February 1, 2008 ( the “Engagement Agreement”, which had been previously extended multiple times), pursuant to which Mr.

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

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

As the sole compensation for the Extended Term, Mr.

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

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

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

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

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

The Option is exercisable at $ 0.24 per share, the closing price of BioLargo’s common stock on the August 13, 2024 grant date, expires ten years from the grant date, and was issued pursuant to the Company’s 2024 Equity Incentive Plan.

The Option is Mr.

Dargan’s sole compensation for the Extended Term.

As was the case in all prior terms of his engagement, there is no cash component of his compensation for the Extended Term.

Dargan is eligible to be reimbursed for business expenses he incurs in connection with the performance of his services as the Company’s Chief Financial Officer (although he has made no such requests for reimbursement in the past).

All other provisions of the Engagement Agreement not expressly amended pursuant to the Engagement Extension Agreement remain the same, including provisions regarding indemnification and arbitration of disputes.

Upon each renewal of the agreement, Mr.

Dargan will be issued an option to purchase 300,000 shares, at an exercise price equal to the closing price of the Company's common stock on the prior business day, vesting over one year.

The Option is exercisable at $ 0.25 per share, the closing price of BioLargo’s common stock on the last trading day of January 2025, expires ten years from the grant date, and was issued pursuant to the Company’s 2024 Equity Incentive Plan.

2018 Equity Incentive Plan

5 unchanged sentences

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

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

Activity for our stock options under the 2018 Plan during the three months ended March 31, 2026 , and 2025 , is as follows:

Options outstanding

5 unchanged sentences

( 566,951 ) $ 0.16

( 485,000 ) $ 0.15

Balance, September 30, 2024

Balance, March 31, 2025

41,604,435 $ 0.19

( 2,942,091 ) $ 0.22

Vested Balance, September 30, 2024

Vested Balance, March 31, 2025

38,662,344 $ 0.19

1 unchanged sentence

41,604,435 $ 0.19

( 566,951 ) $ 0.16

Balance, September 30, 2025

Balance, March 31, 2026

41,604,435 $ 0.19 5.6 $ 189,000

( 1,643,252 ) $ 0.22

Vested balance, September 30, 2025

Vested balance, March 31, 2026

39,961,183 $ 0.19 5.5 $ 189,000

( 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.

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.16 at March 31, 2026

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

BIOLARGO, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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;

the fair value of these options totaled $85,000;

(ii) we issued options to purchase 735,351 shares of our common stock to employees as part of employee retention plans;

the fair value of employee retention plan options totaled $ 160,000 and vest over time or based on performance metrics;

and (iii) we issued options to purchase 544,841 shares of our common stock to replace expiring options;

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

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

As of March 31, 2026 , there remains $ 280,000 of stock option expense to be expensed over the next two years.

2007 Equity Incentive Plan

5 unchanged sentences

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

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Activity for our stock options under the 2007 Plan for the three months ended March 31, 2026 and 2025 is as follows:

Options Outstanding

4 unchanged sentences

1,157,500 $ 0.53

( 406,585 ) $ 0.61

Balance, September 30, 2024

Balance, March 31, 2025

1,157,500 $ 0.53

1 unchanged sentence

380,000 $ 0.63

( 777,500 ) $ 0.48

Balance, September 30, 2025

Balance, March 31, 2026

380,000 $ 0.63 0.8 $ —

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.16 at March 31, 2026 .

Non-Plan Options

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

Activity of our non-plan stock options issued for the three months ended March 31, 2026 and 2025 is as follows:

Non-plan Options outstanding

5 unchanged sentences

32,143 $ 0.28

( 865,199 ) $ 0.51

( 463,882 ) $ 0.17

Balance, September 30, 2024

Balance, March 31, 2025

15,719,785 $ 0.39

( 218,750 ) $ 0.44

Vested Balance, September 30, 2024

Vested Balance, March 31, 2025

15,501,035 $ 0.39

1 unchanged sentence

14,039,129 $ 0.39

32,143 $ 0.28

( 1,793,434 ) $ 0.39

Balance, September 30, 2025

Balance, March 31, 2026

14,039,129 $ 0.39 1.6 $ 12,000

( 218,750 ) $ 0.18

Vested balance, September 30, 2025

Vested balance, March 31, 2026

13,820,379 $ 0.39 1.5 $ 12,000

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.16 at March 31, 2026 .

There were no options issued during the three months ended March 31, 2026 .

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

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

As of March 31, 2026 , there remains $ 39,000 of stock option expense to be expensed over the next two years.

BIOLARGO, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 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.

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:

We have certain warrants outstanding to purchase our common stock, at various prices, for the three months ended March 31, 2026 and 2025 is as follows:

Warrants outstanding

5 unchanged sentences

( 316,304 ) $ 0.12

( 3,278,337 ) $ 0.24

( 20,534,700 ) $ 0.23

Vested Balance, September 30, 2024

Vested Balance, March 31, 2025

31,299,312 $ 0.29

2 unchanged sentences

1,198,832 $ 0.24

Vested Balance, September 30, 2025

( 225,000 ) $ 0.16

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

Vested Balance, March 31, 2026

32,217,910 $ 0.29 1.5 $ —

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.16 at March 31, 2026 .

Warrants issued in Unit Offerings

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 ).

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

During the three months ended March 31, 2026 , we issued six -month stock purchase warrants to purchase an aggregate 599,416 shares of our common stock at $ 0.22 per share, and five -year stock purchase warrants to purchase an aggregate 599,416 shares of our common stock at $ 0.27 per share, in conjunction with the sale of stock to investors in our Unit Offerings (see Note 3 ).

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

The relative fair value of the warrant component of the units sold to investors totaled $ 58,000 .

The Black-Scholes model was used to calculate relative fair value, further discounted by the beneficial conversion feature and the value of the common stock component.

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Warrant Fair Value

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Accounts Payable and Accrued Expenses

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

As of March 31, 2026 , accounts payable and accrued expenses included the following (in thousands):

BioLargo Canada

19 unchanged sentences

Secured Promissory Notes

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.

During the year ended December 31, 2024, Clyra issued promissory notes in the aggregate amount of $ 1,064,000 , the funds of which were used to purchase and secured by equipment for at-scale production of its wound irrigation solution products.

Of this total, $ 200,000 was issued to BioLargo and this eliminates during consolidation of intercompany transactions.

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

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

Convertible Promissory Notes

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.

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

As of March 31, 2026, and December 31, 2025, the balance outstanding totaled $ 1,300,000 .

Guaranteed Note Offering

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

During the three months ended March 31, 2026 , Clyra issued the guaranteed promissory notes in the aggregate amount of $ 2,395,000 .

The notes bear interest at the rate of 15% per annum, matures February 28, 2029, and is guaranteed by the Company’s largest stockholder, BioLargo Inc.

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 7.5, divided by two, at an exercise price of $ 7.50 per share, expiring February 28, 2031.

Warrants to purchase 159,668 shares of Clyra common stock were issued.

The fair value of these warrants issued totaled $ 232,000 and is recorded as a debt discount and will be amortized to interest expense over the term of the guaranteed note offering.

During 2025, Clyra issued guaranteed 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 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 September 30, 2025 the balance outstanding totals $ 575,000 .

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 promissory notes.

As of March 31, 2026 and December 31, 2025, the balance outstanding totals $ 2,970,000 and $ 575,000 , respectively.

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 %.

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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 .

As of March 31, 2026 and December 31, 2025 the balance outstanding on this line of credit totaled $ 134,000 .

Subsequent to March 31, 2026, this line of credit was paid in full.

Equity Transactions

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 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 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 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 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 .

As of March 31, 2026 , and December 31, 2025 , Clyra had 11,375,860 shares issued and outstanding, of which 746,418 and 330,000 were Series A and Series B Preferred shares, respectively.

As of March 31, 2026 , and December 31, 2025 , of the total outstanding Clyra shares, BioLargo owned 5,305,156 , common shares and 165,765 Series A Preferred shares.

Sales of Series A Preferred Stock

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

As of September 30, 2025 and December 31, 2024 , the Preferred Series A accrued and unpaid dividend totaled $ 849,000 and $ 590,000 , respectively.

As of March 31, 2026 and December 31, 2025 , the Preferred Series A accrued and unpaid dividend totaled $ 1,023,000 and $ 937,000 , 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.

As of March 31, 2026, no investors have elected to convert.

BIOLARGO, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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, expiring three years from the grant date.

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

Sales of Common Stock

There were no sales of common stock during the three months ended March 31, 2026.

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

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

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

Common Stock issued for services

There were no shares issued for services during the three months ended March 31, 2026.

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

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

Clyra Stock Options

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25,332 $ 4.50

Balance, September 30, 2024

Balance, March 31, 2025

2,002,195 $ 1.04

( 250,000 ) $ 0.01

Vested Balance, March 31, 2025

1,752,195 $ 1.19

Balance, December 31, 2025

1 unchanged sentence

164,242 $ 4.44

Balance, September 30, 2025

Balance, March 31, 2026

3,177,934 $ 2.29 7.2

( 760,678 ) $ 4.06

Vested Balance, September 30, 2025

Vested Balance, March 31, 2026

2,417,256 $ 1.74 8.1

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 $ 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.

The fair value of the options issued totaled $ 297,000 in the three months ended March 31, 2026 , and $ 49,000 in the three months ended March 31, 2025 .

The Black-Scholes model is used to calculate the initial fair value, during the three months ended March 31, 2026 and 2025 , 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 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

As of March 31, 2026 , there remains $ 1,384,000 of stock option expense to be expensed over the next three years.

March 31, 2026

March 31, 2025

Risk free interest rate

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125,917 $ 6.40

Vested Balance, September 30, 2024

Vested Balance, March 31, 2025

1,309,099 $ 4.99

3 unchanged sentences

( 40,323 ) $ 3.72

Vested Balance, September 30, 2025

Vested Balance, March 31, 2026

1,821,841 $ 5.61 1.7

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Expenses

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

At March 31, 2026 , and December 31, 2025 , Clyra had the following accounts payable and accrued expenses (in thousands):

Accounts payable

12 unchanged sentences

December 31, 2028

Total minimum lease payments

1 unchanged sentence

Total finance lease liabilities

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BioLargo Engineering, Science and Technologies, LLC

5 unchanged sentences

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

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

As of March 31, 2026 and December 31, 2025, Class B members have earned 30 % 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.

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.

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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

During the three months ended March 31, 2026 , BETI sold 124,867 shares of its common stock at $ 3.70 per share to seven accredited investors and received $ 462,000 in gross and net proceeds.

No shares of common stock of BETI were sold during the three months ended March 31, 2025.

As of March 31, 2026 , BETI had 9,730,691 issued and outstanding shares, of which BioLargo holds 9,095,000 ( 93 %).

Business Segment Information

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BioLargo Canada, Inc.

(“Canada”) – the main hub of our scientists researching and developing our technologies, operating out of the University of Alberta, Edmonton, Canada;

(“BioLargo Canada”) – the main hub of our scientists researching and developing our technologies, operating out of the University of Alberta, Edmonton, Canada;

BioLargo Energy Technologies, Inc.

2 unchanged sentences

(“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 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.

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, funded through 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 nine months ended September 30, 2025 , and 2024 , is as follows (in thousands):

Three Months Ended September 30,

Nine Months Ended September 30,

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The segment information for the three months ended March 31, 2026 , and 2025 , is as follows (in thousands):

Three Months Ended March 31,

ONM Environmental

$ 423 $ 2,803

450 824 2,080 2,439

Clyra Medical

BioLargo Canada

4 unchanged sentences

BioLargo corporate

$ ( 651 ) $ ( 194 ) $ ( 1,352 ) $ ( 1,099 )

Clyra Medical

( 193 ) ( 43 ) ( 599 ) ( 165 )

$ ( 844 ) $ ( 237 ) $ ( 1,951 ) $ ( 1,264 )

Depreciation expense

6 unchanged sentences

$ ( 34 ) $ ( 42 )

( 2 ) — ( 6 ) —

$ ( 34 ) $ ( 39 ) $ ( 112 ) $ ( 115 )

Research and development expense

9 unchanged sentences

$ ( 907 ) $ ( 791 )

$ ( 615 ) $ ( 690 ) $ ( 1,934 ) $ ( 2,098 )

Operating income (loss)

5 unchanged sentences

( 90 ) ( 58 )

( 83 ) ( 59 ) ( 208 ) ( 174 )

BioLargo Canada

5 unchanged sentences

BioLargo corporate

ONM Environmental

Clyra Medical

( 179 ) ( 83 )

$ ( 116 ) $ ( 65 )

Net income (loss)

BioLargo corporate

$ ( 481 ) $ ( 815 )

ONM Environmental

( 380 ) ( 377 )

( 355 ) ( 94 )

( 90 ) ( 58 )

BioLargo Canada

( 113 ) ( 150 )

Clyra Medical

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025

As of March 31, 2026

BioLargo Canada

5 unchanged sentences

— — 310 — — — — 310

Investment in South Korean joint venture

$ 880 $ 2,016 $ 3,999 $ 1,626 $ 235 $ 12 $ ( 203 ) $ 8,565

$ 969 $ 2,565 $ 1,477 $ 4,234 $ 87 $ — $ 1 $ ( 203 ) $ 9,130

As of December 31, 2025

6 unchanged sentences

— — 338 — — — — 338

Investment in South Korean joint venture

$ 932 $ 2,331 $ 3,163 $ 1,784 $ 4 $ 321 $ ( 224 ) $ 8,311

$ 1,122 $ 5,879 $ 1,449 $ 2,147 $ 46 $ — $ 104 $ ( 234 ) $ 10,513

Office Leases

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

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.

For the three months ended March 31, 2026 , rental expense totaled $ 108,000 and $ 100,000 for the three months ended March 31, 2026, and 2025.

The lease of our Westminster facility expires August 2027.

The lease for Clyra Medical expires August 2030.

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

3 unchanged sentences

Since there is no explicit interest rate in our leases, management used its incremental borrowing rate, which is estimated to be 18 % to determine lease liability.

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 .

As of March 31, 2026 , the weighted average remaining lease term for our operating leases was six years and the total remaining operating lease payments is $ 1,591,000 .

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

4 unchanged sentences

December 31, 2028

113 59 163 335

December 31, 2029

6 unchanged sentences

$ 209 $ 178 $ 640 $ 1,027

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Legal Proceedings

ONM Environmental, Inc.

is the defendant in a lawsuit filed by Pooph Inc.

in the Orange County, California Superior Court on September 11, 2025.

The lawsuit alleges three causes of action, for Breach of Contract, Breach of Implied Covenant of Good Faith and Fair Dealing, and Declaratory judgment, and seeks an unspecified amount of damages, allegedly arising from ONM’s manufacture of pet odor-control products sold by Pooph Inc.

BioLargo, Inc., BioLargo Life Technologies, Inc., and ONM Environmental, Inc., filed a lawsuit against Pooph, Inc.

and Ikigai Marketing Works, LLC in the United States District Court, Central District of California, on November 11, 2025, for patent infringement, false advertising, breach of contract, false promise, unfair and fraudulent business practices and constructive fraud, seeking to recover, amongst other damages, the defendants’ failure to pay for product purchases and license royalties in the aggregate amount of $ 3,821,401 .

See Note 2 , Allowance for Credit Losses , above.

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.

Subsequent Events

1 unchanged sentence

Stock Issuances

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.

Subsequent to March 31, 2026, we have sold 1,050,000 shares of our common stock to Clearthink (see Note 3 ) and received $ 147,033 in gross proceeds.

Clyra Medical Financing Activities

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.

However, adverse outcomes could materially impact future financial results.

Subsequent to March 31, 2026, Clyra issued guaranteed promissory notes in the aggregate amount of $775,125 to seven accredited investors.

The notes bear interest at the rate of 15 % per annum, mature February 28, 2029, and are guaranteed by the Company’s largest stockholder, BioLargo Inc.

Warrants to purchase 51,675 shares of Clyra common stock were issued to the investors.

BioLargo Energy (BETI) Financing Activities

Subsequent to March 31, 2026, BETI sold 6,757 shares of its common stock at $ 3.70 per share to one accredited investor and received $ 25,000 in gross and net proceeds.

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

11 unchanged sentences

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

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of September 30, 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 March 31, 2026, 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;

41 unchanged sentences

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.)

(See Part II, Item 1, Legal Proceedings 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.

31 unchanged sentences

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

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

1) focus on demonstrating our technology’s efficacy in first demonstration projects, trials, and early customer deployments with the understanding that this early success can be leveraged to secure larger and more numerous subsequent projects, 2) market our PFAS expertise and our technology by presenting at industry events and conferences around the country, cultivating our status as “thought leaders” in the space, 3) use our network of manufacturer’s representatives and channel selling partners to maximize the number of potential opportunities with early adopters, and 4) engage in discussions with credible distribution partners at established water treatment technology companies.

Part and parcel to our strategy, we are in the early stages of developing a collaboration with the US EPA to have our AEC technology validated through a rigorous third-party pilot study whereby our technology would be operated and analyzed by EPA staff to a high degree of technical scrutiny.

Such third-party validation could significantly facilitate market adoption of the AEC by effectively de-risking the technology for customers.

The AEC’s commercial roll-out is being executed with the help of a network of sales representative organizations whose role will be to market and sell the treatment system, related equipment, and the Company’s engineering services to municipal and industrial customers across the country.

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 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.

Our AEC unit has been installed and is up and running in Lake Stockholm, New Jersey, removing PFAS from drinking water for local residents.

The AEC's performance is undergoing regular testing by both the U.S.

EPA and the New Jersey Department of Environmental Protection.

This project may 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.

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

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

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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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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 ready at-scale manufacturing.

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

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

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

Clyra’s management team includes Chief Medical Officer Dr.

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

Clyra’s first products are based on its patented Clyrasept™ technology, which utilizes a Copper-Iodine Complex Solution (CICS) and received premarket clearance from the FDA under Section 510(k).

Its first product is ViaCLYR™, a pH-balanced wound management solution indicated for wound management, cleansing, irrigation, moisturization, and debridement of acute and chronic wounds and burns, sold through wholesale distributors and sales agents.

Clyra received a first purchase order for the ViaCLYR™ product from a U.S.

based distributor in February 2026, and in May 2026 signed a distribution agreement with Al- Hikma FZCO, a healthcare distribution and marketing group headquartered in Dubai, United Arab Emirates, to exclusively distribute ViaCLYR™ across 18 countries spanning the Gulf Cooperation Council, the Levant, North Africa, and select adjacent markets.

Clyra has 12 full time employees, and has increased staff and raised capital to ready the company to launch additional products.

Clyra’s management team includes Medical Director Dr.

Jeffrey Marcus, who is Chief of Plastic, Maxillofacial, and Oral Surgery at Duke University, Nicholas Valeriani, chairman of the board of directors of Edwards Lifesciences and who had a 34-year career with Johnson and Johnson where he held numerous leadership positions in engineering, manufacturing, sales and marketing, and Linda Park of Edwards Lifesciences, where she serves as Corporate Secretary, Senior Vice President and Associate General Counsel, and as a board member of the Edwards Lifesciences Foundation.

Full Service Environmental Engineering

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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 September 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.

Many of the other team members are also former employees of CB&I and Shaw, with the exception of more recent staff hires.

The team is highly experienced across multiple industries and we believe are considered experts in their respective fields, including:

chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management & testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design & permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities.

The team is highly experienced across multiple industries and we believe they are considered experts in their respective fields, including:

chemical engineering, wastewater treatment (including design, operations, data gathering and data evaluation), process safety, energy efficiency, air pollution, design and control, technology evaluation, technology integration, air quality management and testing, engineering management, permitting, industrial hygiene, applied research and development, air testing, environmental permitting, HAZOP review, chemical processing, thermal design, computational fluid dynamics, mechanical engineering, mechanical design, NEPDES permitting, RCRA/TSCA compliance and permitting, project management, storm water design and permitting, computer assisted design (CAD), bench chemistry, continuous emission monitoring system operator, data handling and evaluation and decommissioning and decontamination of radiological and chemical contaminated facilities.

The team has decades of high-level experience in the energy industry.

The engineering team has also developed an extended network of trusted engineering subcontractors that assist in serving specific client projects as needed.

BLEST engineers generate revenue through services to third party clients, as well as for internal BioLargo projects such as the AEC and battery (revenues from internal projects are eliminated in the consolidation of our financial statements and are designed “intersegment revenue”).

Third party contracts include ongoing work at U.S.

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

The staff time devoted to supporting the AEC (PFAS) and battery related work is demanding, and, BLEST needs to hire more qualified staff to meet and expanding demand for our growing list of customers and/or expected customers.

In April 2026 BLEST was engaged to design a pilot-scale minerals processing facility that will remediate and, utilizing a patented BioLargo process, will create a beneficial reuse of a legacy mineral waste deposit associated with a historically impacted site in the western United States.

Work on the $1.2 million contract has begun and is expected conclude by the end of the year, and is expected to lead to the design and construction of a larger processing facility.

The staff time devoted to supporting the AEC (PFAS) and battery related work is demanding, and BLEST needs to hire more qualified staff to meet an expanding demand for our growing list of customers.

When we combine the demands of current revenue generating projects and expected growth, we are presented with an obvious challenge to manage quality, timely performance as well as access to qualified staff.

We are working carefully to find balance to help ensure we meet the demands of both in a practical customer centric and capital conserving way.

It may be for example, when we secure larger and larger contracts for PFAS or Garrett Callan related work, we will need to depend heavily on our contact manufactures to meet the customer demands in the near term as we scale up our infrastructure and work force capabilities.

It may be, for example, that we will eventually need to secure contract manufacturers to meet the customer demands in the near term as we scale up our infrastructure and work force capabilities.

RESULTS OF OPERATIONS

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 revenues decreased 66% in the three months ended March 31, 2026, as compared with the same period in 2025, 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 months ended March 31, 2025, sales to Pooph had comprised 79% of our consolidated revenue;

in August 2025 Pooph Inc.

stopped purchasing Pooph-branded products from us, and thus revenues from sale of Pooph-branded products during the three months ended March 31, 2026 were zero.

We are in litigation with Pooph Inc.

and do not expect product sales to Pooph Inc.

Our financial statements separate revenue based on products and services.

Revenues from the sale of products for the three and nine months ended September 30, 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.

Revenues from the sale of products for the three months ended March 31, 2026, decreased 79% (from $2,803,000 to $577,000) over the same period in 2025.

Revenues from services for the three months ended March 31, 2026, increased 15% (from $466,000 to $538,000) over the same period in 2025.

ONM Environmental

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

Our wholly-owned subsidiary ONM Environmental generates revenues through sales of our flagship product CupriDyne Clean to industry, including related design, installation, and maintenance services on the systems that deliver CupriDyne Clean at its clients’ facilities.

Revenue (ONM Environmental)

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.

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

ONM Environmental’s revenues decreased 85% in the three months ended March 31, 2026, compared with the same period in 2025.

The decrease in revenues was 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", offset by an increase in sales of industrial odor control products (which increased 90% (from $223,000 to $423,000)).

Cost of Goods Sold (ONM Environmental)

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

As a percentage of revenue, ONM Environmental’s costs of goods for the three and nine months ended September 30, 2025, were 54% and 51% a decrease of 1% and 3%, compared to the same periods in 2024.

As a percentage of revenue, ONM Environmental’s costs of goods for the three months ended March 31, 2026, were 35%, a decrease of 19% compared to the same period in 2025.

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") increased 8%during the three and nine months ended September 30, 2025, as compared with the same periods in 2024.

ONM Environmental’s selling, general and administrative expenses ("SG&A") totaled $371,000 and increased 24% during the three months ended March 31, 2026, as compared with the same period in 2025.

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

Operating Income (ONM Environmental)

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.

ONM Environmental generated an operating loss of $95,000 in the three months ended March 31, 2026, compared to operating income of $956,000 for the three months ended March 31, 2025.

The operating loss is primarily due to the decrease in revenues.

BLEST (engineering)

Revenue (BLEST)

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.

BLEST generated $538,000 in third-party service revenues in the three months ended March 31, 2026, a 15% increase over the $466,000 in third-party service revenues in the same period in 2025.

This increase was due to an increase in 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 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.

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

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

In the three months ended March 31, 2026, intersegment revenue for BLEST totaled $259,000 and for the three months ended March 31, 2025, intersegment revenue for BLEST totaled $224,000.

Cost of Revenues (BLEST)

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

In the three and nine months ended September 30, 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.

In the three months ended March 31, 2026, costs were 56% of revenues, versus 39% in the same period in 2025.

The increase is related to our fixed fee contracts, compared to product sales, which had more direct costs.

Selling, General and Administrative Expense (BLEST)

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.

BLEST’s SG&A expenses were $266,000 in the three months ended March 31, 2026, compared to $330,000 in the three months ended March 31, 2025.

The decrease is due to the timing of expenses in the prior period and does not reflect a decrease in SG&A activity or employees.

Operating Loss (BLEST)

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.

BLEST generated an operating loss of $380,000 in the three months ended March 31, 2026, compared to an operating loss of $378,000 in the three months ended March 31, 2025.

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 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.

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.

Clyra Medical generated revenues of $154,000 in the three months ended March 31, 2026 and margin of 57%, compared with no revenue in the same period in 2025.

The increase in revenue is due to the sale of ViaCLYR® wound irrigation solution to a newly engaged distributor.

In the three months ended March 31, 2026, Clyra incurred total costs of $1,712,000, which included $521,000 in research and development expenses.

In the same period in 2025, total costs and expenses were $1,315,000, which included $335,000 in research and development expenses.

The increases in costs and expenses are primarily related to an increased number of employees, increased product development work, and stock option expense.

BioLargo Energy Technologies, Inc.

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

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.

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

For the three months ended March 31, 2026, it incurred total costs and expenses of $355,000, which included $142,000 in research and development expenses.

In the same period in 2025, total costs and expenses were $96,000, which included $60,000 in research and development expenses.

We are focused on recruiting business and financial partners to facilitate additional capital investment and move the product to commercialization.

BioLargo Equipment, Sciences and Technologies, Inc.

(BEST) was formed in 2024 to commercialize BioLargo's proprietary water treatment equipment, including its PFAS removal device the AEC.

(BEST) was formed in fiscah year 2024 to commercialize BioLargo's proprietary water treatment equipment, including its PFAS removal device the AEC.

As the first AEC sale occurred prior to the Company's formation, and the sales cycle for advanced water treatment systems is long, BEST has not yet generated revenues.

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

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.

During the three months ended March 31, 2026, it incurred $90,000 of total expenses.

In the same period in 2025, it incurred $58,000 in total expenses primarily related to administrative activities.

Selling, General and Administrative Expense – consolidated

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

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

For the three months ended March 31, 2026 consolidated SG&A increased 9% (to $2,755,000) as compared with the three months ended March 31, 2025.

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

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Salaries and payroll related

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Total Selling, General & Administrative

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.

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

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

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.

In the three months ended March 31, 2026, our non-cash expenses from the issuance of stock and stock options increased to $699,000 compared to $615,000 for the three months ended March 31, 2025.

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

The reduction in salaries and payroll related expenses is due to an Employee Retention Tax Credit recognized in the first quarter ended March 31, 2026 offset by an increase related to an increased number of employees.

Professional fees increased in the three months ended March 31, 2026, due to increased corporate activity related to new private securities offerings for BioLargo and Clyra, legal proceedings related to ONM Environmental, and other organizational needs that required professionals.

Office expense increased due to an increase in insurance premiums.

Research and Development

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 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.

In the three months ended March 31, 2026, we spent $907,000 in the research and development of our technologies and products.

This was a increase of 15% as compared to the three months ended March 31, 2025.

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

Interest Income and Expense

Our interest income for the three months ended March 31, 2026, was $72,000 compared to $28,000 in the three months ended March 31, 2025.

Our interest expense for the three months ended March 31, 2026, was $188,000 compared to $93,000 in the three months ended March 31, 2025.

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

Other Income and Expense

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.

For the three months ended March 31, 2026, we did not receive any grant income, compared to $6,000 of grant income for the same period in 2025.

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 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).

Net loss for the three months ended March 31, 2026, was $3,405,000 a loss of $ (0.01) per share, compared to a net loss for the three months ended March 31, 2025, of $1,921,000 a loss of $ (0.00) per share.

Our net loss for the three months ended March 31, 2026, increased because of the decrease in revenue.

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

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

BioLargo corporate

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Liquidity and Capital Resources

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.

For the three months ended March 31, 2026, we generated revenues of $1,115,000, had a net loss of $3,405,000, used $2,917,000 net cash in operating activities, and received $3,190,000 net cash from financing activities.

As of March 31, 2026, we had current assets of $5,445,000, including $4,122,000 cash and cash equivalents.

As of March 31, 2026, we had current liabilities of $4,932,000, and working capital of $513,000.

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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