What changed in this filing

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Item 5. Other Information

2026-05-15 compared with 2025-11-14 · 51 added, 47 removed, 31 unchanged (76% of the section changed)

Other Information

During the three months ended September 30, 2025, we sold 4,222,467 shares of our common stock to Lincoln Park, and received $764,000 in gross and net proceeds.

See Part I, Item 1, Note 3 .

Subsequent to September 30, 2025, through November 12, 2025, we sold 2,309,974 shares of our common stock to Lincoln Park, and received $358,000 in gross and net proceeds.

On March 20, 2026, we entered into a purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), with Clearthink Capital Partners, LLC (“Clearthink”), pursuant to which Clearthink has committed to purchase up to $10.0 million of our common stock, par value $0.00067 per share (the “Common Stock”), subject to certain limitations and the satisfaction of the conditions set forth in the Purchase Agreement.

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.

Such sales of Common Stock, if any, will be 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 agreed to file with the Securities and Exchange Commission (the “SEC”) pursuant to the Registration Rights Agreement, is declared effective by the SEC and a final prospectus relating thereto is filed with the SEC (the date on which all of such conditions are satisfied, the “Commencement Date”).

From and after the Commencement Date, 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.

Subject to the foregoing, and pursuant to the terms of the Purchase Agreement, we will control the timing and amount of any sales of our common stock to Clearthink.

Clearthink has no right to require us to sell any shares of Common Stock to Clearthink, but Clearthink is obligated to make purchases as we direct, subject to certain conditions.

The purchase price per share of Common Stock sold in each such Regular 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.

The Purchase Agreement prohibits us from directing Clearthink to purchase any shares of Common Stock if those shares, when aggregated with all other shares of Common Stock then beneficially owned by Clearthink (as calculated pursuant to Section 13 (d) of the Securities Exchange Act of 1934, as amended, and Rule 13d - 3 thereunder), would result in Clearthink beneficially owning more than 9.99% of the then issued and outstanding shares of Common Stock.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement.

Clearthink has agreed not to engage in or effect, directly or indirectly, for its own principal account or for the principal account of any of its affiliates, any short sales of the Common Stock or hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement.

As consideration for Clearthink’s commitment to purchase shares of our Common Stock from time to time at our direction upon the terms of and subject to satisfaction of the conditions set forth in the Purchase Agreement, we agreed to issue Clearthink 500,000 shares of our Common Stock (the “Commitment Shares”) upon the execution of the Purchase Agreement.

The Company will not receive any cash proceeds from the issuance of the Commitment Shares to Clearthink pursuant to the Purchase Agreement.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions and indemnification obligations of the parties.

The Company has the right to terminate the Purchase Agreement at any time with one business days’ notice, at no cost or penalty.

During any “event of default” under the Purchase Agreement, Clearthink does not have the right to terminate the Purchase Agreement;

however, the Company may not initiate any regular or other purchase of shares by Clearthink, until such event of default is cured.

The foregoing descriptions of the Registration Rights Agreement and the Purchase Agreement are qualified in their entirety by reference to the full text of such agreements, copies of which are attached hereto as Exhibits 4.1 and 10.1, respectively, and each of which is incorporated herein in its entirety by reference.

The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties.

On April 9, 2026, we filed with the SEC a registration statement on Form S- 1 registering Clearthink's sale of the shares to be issued to Clearthink under the Purchase Agreement, which was declared effective by the SEC on April 15, 2026.

On April 23, 2026, we initiated our first sale of shares to Clearthink, selling 350,000 shares and receiving $50,725 in gross proceeds.

See the Exhibit Index for a list of exhibits filed as part of this report and incorporated herein by reference.

Exhibit Index

Incorporated by

Reference Herein

Exhibit Description

Amended and Restated Bylaws

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Company's annual report on Form 10-KSB filed on May 23, 2003)

Amended and Restated Certificate of Incorporation for BioLargo, Inc.

filed March 16, 2007

Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018

Certificate of Amendment to Certificate of Incorporation, filed August 30, 2022

BioLargo, Inc.

2007 Equity Incentive Plan

Amendment No.

1 to BioLargo 2007 Equity Incentive Plan

Def 14C (Exhibit A)

filed March 16, 2007 (incorporated by reference to Exhibit 3.1 to the Company's annual report on Form 10-KSB filed on May 4, 2007)

Certificate of Amendment to Certificate of Incorporation, filed May 25, 2018 (incorporated by reference to Exhibit 3.4 to the Company's Post Effective Amendment on Form Pos Am filed on June 22, 2018)

Certificate of Amendment to Certificate of Incorporation, filed August 30, 2022 (incorporated by reference to Exhibit 3.4 to the Company's quarterly report on Form 10-Q filed on November 14, 2022)

Form of Stock Options issued in exchange for reduction in accounts payable.

2018 Equity Incentive Plan

(incorporated by reference to Exhibit 4.12 to the Company's annual report on Form 10-K filed on March 31, 2015)

2018 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Company's annual report on Form S-8 filed on June 22, 2018)

2024 Equity Incentive Plan

Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay

Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020

Warrant issued in BioLargo Unit Offerings (through January 16, 2024)

BioLargo license to Clyra Medical Technologies, Inc., dated March 1, 2024

April 1, 2024

Revolving Line of Credit Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay (incorporated by reference to Exhibit 10.6 to the Company's annual report on Form 8-K filed on July 7, 2020)

Security Agreement dated June 30, 2020, between Clyra Medical and Vernal Bay (incorporated by reference to Exhibit 10.7 to the Company's annual report on Form 8-K filed on July 7, 2020)

Revolving Line of Credit Note issued by Clyra Medical to Vernal Bay on June 30, 2020 (incorporated by reference to Exhibit 10.8 to the Company's annual report on Form 8-K filed on July 7, 2020)

Warrant issued in BioLargo Unit Offerings (through January 16, 2024) (incorporated by reference to Exhibit 4.22 to the Company's quarterly report on Form 10-Q filed on August 14, 2020)

Registration Rights Agreement between BioLargo Inc.

and Clearthink Capital Partners LLC dated March 20, 2026 (incorporated by reference to Exbhiti 4.1 to the Company's current report on Form 8-K filed on March 25, 2026)

BioLargo license to Clyra Medical Technologies, Inc., dated March 1, 2024 (incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 10-K filed on April 1, 2024)

Clyra Medical Technologies, Inc.

license to BioLargo dated March 1, 2024

April 1, 2024

Form of indemnity agreement between the Company at its officers and directors

Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683

license to BioLargo dated March 1, 2024 (incorporated by reference to Exhibit 10.2 to the Company's annual report on Form 10-K filed on April 1, 2024)

Form of indemnity agreement between the Company at its officers and directors (incorporated by reference to Exhibit 10.23 to the Company's annual report on Form 10-K filed on March 31, 2023)

Commercial Office Lease Agreement for 14921 Chestnut St., Westminster, CA 92683 (incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 8-K filed on August 24, 2016)

Employment Agreement with Dennis P.

Calvert dated May 2, 2017.

Lock-Up Agreement with Dennis P.

Calvert dated April 30, 2017

Commercial Office Lease Agreement for Oak Ridge Tennessee

Form of Employment Agreement for Engineering Subsidiary

Form of Option issued to founding employees of Engineering subsidiary (BLEST)

(incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 8-K filed on May 4, 2017)

Commercial Office Lease Agreement for Oak Ridge Tennessee (incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 8-K filed on September 8, 2017)

Employment Agreement with Joseph L.

Provenzano dated May 28, 2019

Purchase Agreement, dated as of December 13, 2022, by and between BioLargo, Inc.

and Lincoln Park Capital Fund, LLC

Registration Rights Agreement, dated as of December 13, 2022, by and between BioLargo, Inc.

and Lincoln Park Capital Fund, LLC

2023 Engagement Extension Agreement with CFO

Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of Clyra Medical Series A Preferred Stock

Provenzano dated May 28, 2019 (incorporated by reference to Exhibit 10.1 to the Company's annual report on Form 8-K filed on June 24, 2019)

Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of Clyra Medical Series A Preferred Stock (incorporated by reference to Exhibit 10.20 to the Company's quarterly report on Form 10-Q filed on May 17, 2023)

Form of Share Exchange Agreement between BioLargo, Inc., and purchasers of BioLargo Energy Technologies, Inc.

2024 Engagement Extension Agreement with CFO

License Agreement between BioLargo, Inc., and Ikigai Holdings, LLC, dated May 17, 2021

First amendment to License Agreement between BioLargo, Inc., and Ikigai Holdings, LLC, dated August 16, 2021

Preferred Master Manufacturing Agreement between ONM Environmental, Inc., and Ikigai Holdings, LLC, dated July 9, 2021

First amendment to Preferred Master Manufacturing Agreement between ONM Environmental, Inc., and Ikigai Holdings, LLC, dated June 6, 2025

common stock (incorporated by reference to Exhibit 10.21 to the Company's quarterly report on Form 10-Q filed on May 17, 2023)

License Agreement between BioLargo, Inc., and Ikigai Holdings, LLC, dated May 17, 2021 (incorporated by reference to Exhibit 10.17 to the Company's quarterly report on Form 10-Q filed on August 14, 2025)

First amendment to License Agreement between BioLargo, Inc., and Ikigai Holdings, LLC, dated August 16, 2021 (incorporated by reference to Exhibit 10.18 to the Company's quarterly report on Form 10-Q filed on August 14, 2025)

Preferred Master Manufacturing Agreement between ONM Environmental, Inc., and Ikigai Holdings, LLC, dated July 9, 2021 (incorporated by reference to Exhibit 10.19 to the Company's quarterly report on Form 10-Q filed on August 14, 2025)

First amendment to Preferred Master Manufacturing Agreement between ONM Environmental, Inc., and Ikigai Holdings, LLC, dated June 6, 2025 (incorporated by reference to Exhibit 10.20 to the Company's quarterly report on Form 10-Q filed on August 14, 2025)

Purchase Agreement between BioLargo Inc.

and Clearthink Capital Partners LLC dated March 20, 2026 (incorporated by reference to Exbhiti 10.1 to the Company's current report on Form 8-K filed on March 25, 2026)

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

filed herewith

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and Rules 13(a)-14 and 15(d)-14 under the Securities Exchange Act of 1934

filed herewith

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C.

filed herewith

Inline XBRL Instance

9 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

November 14, 2025

BIOLARGO, INC.

1 unchanged sentence

Chief Executive Officer

November 14, 2025

/s/ CHARLES K.

1 unchanged sentence

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 5. Other Information