What changed in this filing

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Item 1. Financial Statements

2026-08-14 compared with 2026-05-15 · 387 added, 287 removed, 1121 unchanged (38% of the section changed)

4 unchanged sentences

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

March 31, 2026

June 30, 2026

Current assets:

29 unchanged sentences

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

Preferred Series A, $ 0.00067 Par Value, 50,000,000 Shares Authorized, no Shares Issued and Outstanding, at June 30, 2026 and December 31, 2025

Common stock, $ 0.00067 Par Value, 550,000,000 Shares Authorized, 325,231,362 and 317,377,777 Shares Issued, at June 30, 2026 and December 31, 2025

Additional paid-in capital

5 unchanged sentences

Total BioLargo Inc.

and subsidiaries stockholders’ equity

and subsidiaries stockholders’ (deficit) equity

( 1,852 ) 4,042

Non-controlling interest (Notes 8, 9, 10, 11)

9 unchanged sentences

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Product revenue

1 unchanged sentence

Service revenue

827 771 1,364 1,237

Total revenue

1,248 2,777 2,363 6,046

Cost of revenue

5 unchanged sentences

( 573 ) ( 1,356 ) ( 1,230 ) ( 3,136 )

675 1,421 1,133 2,910

Selling, general and administrative expenses

3,315 2,688 6,069 5,250

Research and development

Credit loss expense

1,088 535 1,995 1,324

Total operating expenses

4,403 3,223 8,064 6,574

Operating loss:

61 unchanged sentences

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

Sale of common stock for cash (unaudited)

3,250,000 2 389 — — — 391

Issuance of common stock for services (unaudited)

2,281,434 1 235 — — — 236

Stock option compensation expense (unaudited)

— — 472 — — — 472

Clyra Medical stock option compensation expense (unaudited)

— — — — — 250 250

Clyra Medical stock issued for services (unaudited)

— — — — — 17 17

Clyra Medical stock option exercise (unaudited)

— — — — — 5 5

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 87 ) ( 87 )

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 121 121

BETI unit offering (unaudited)

— — — — — 25 25

BETI stock issued for services (unaudited)

— — — — — 4 4

BCPG stock issued for services (unaudited)

— — — — — 20 20

Noncontrolling interest allocation (unaudited)

— — ( 1,973 ) — — 1,973 —

Net loss (unaudited)

— — — ( 2,767 ) — ( 1,233 ) ( 4,000 )

Foreign currency translation (unaudited)

— — — — 3 — 3

Balance, June 30, 2026 (unaudited)

325,231,362 $ 217 $ 164,470 $ ( 166,333 ) $ ( 206 ) $ ( 878 ) $ ( 2,730 )

BIOLARGO, INC.

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS ’ (DEFICIT) EQUITY

(in thousands, except for share data)

Additional paid-in

30 unchanged sentences

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

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

4,077,285 3 805 — — — 808

Issuance of stock for services (unaudited)

915,003 — 212 — — — 212

Stock option compensation expense (unaudited)

— — 292 — — — 292

Clyra Medical stock option compensation expense (unaudited)

— — — — — 200 200

Clyra Medical stock issued for services (unaudited)

— — — — — 24 24

Clyra Medical dividend Series A Preferred stock (unaudited)

— — — — — ( 86 ) ( 86 )

Clyra Medical fair value warrant issued with debt (unaudited)

— — — — — 93 93

Clyra Medical Unit Warrant offering (unaudited)

— — — — — 1,309 1,309

Noncontrolling interest allocation (unaudited)

— — 1,027 — — ( 1,027 ) —

Net loss (unaudited)

— — — ( 1,193 ) — ( 689 ) ( 1,882 )

Balance, June 30, 2025 (unaudited)

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

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

3 unchanged sentences

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

Three Months Ended March 31,

Six Months Ended June 30,

Cash flows from operating activities

24 unchanged sentences

Equipment purchases

Net cash used in investing activities

Proceeds from note receivable

Net cash (used in) provided by investing activities

Cash flows from financing activities

Proceeds from sale of common stock, net of offering costs

Proceeds from note payable

Common stock issued for financing fee

2 unchanged sentences

Proceeds from Clyra Medical debt obligations

Repayment of Clyra Medical line of credit

Proceeds from Clyra Medical stock option exercise

Proceeds from Clyra Medical unit warrant offering

Proceeds from sales of Clyra Medical common stock

2 unchanged sentences

Net change in cash

( 1,695 ) ( 77 )

Cash and cash equivalents at beginning of period

5 unchanged sentences

Non-cash investing and financing activities

Conversion of accounts receivable to a note receivable

Allocation of noncontrolling interest

25 unchanged sentences

("BETI") organized under the laws of the State of California in 2019;

and 78 % (See Note 11 ) of BioLargo Consumer Products Group, LLC ("BCPG") organized under the laws of the State of California in 2026.

We consolidate the financial statements of our partially owned subsidiaries.

Liquidity / Going Concern

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.

For the six months ended June 30, 2026 , we generated revenues of $ 2,363,000 , had a net loss of $ 7,405,000 , used $ 5,973,000 net cash in operating activities, and received $ 4,469,000 net cash from financing activities.

As of June 30, 2026 , we had current assets of $ 3,499,000 , including $ 2,188,000 cash and cash equivalents.

As of June 30, 2026 , we had current liabilities of $ 4,765,000 , and working capital deficit of $ 1,266,000 .

We do not believe gross profits in the year ending December 31, 2026, will be sufficient to fund our operational costs for the reminder of the year, and therefore expect we will continue need further investment capital to fund our business plans and investments in our technologies.

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

2 unchanged sentences

Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and partially owned subsidiaries BETI, BLEST and Clyra Medical.

rinciples of Consolidation

The condensed consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and partially owned subsidiaries BETI, BLEST, BCPG and Clyra Medical.

All intercompany accounts and transactions have been eliminated.

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

The results of operations for the six months ended June 30, 2026 , are not necessarily indicative of the results to be expected for the full year or any future period.

Foreign Currency

6 unchanged sentences

We do not anticipate non-performance by our 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

As of June 30, 2026 , and December 31, 2025 , our cash balances were made up of the following (in thousands):

June 30, 2026

December 31, 2025

11 unchanged sentences

The Company performs ongoing credit evaluations of its customers and, if necessary, provides an allowance for expected credit losses.

A credit loss expense to the expected credit losses is recorded based on factors including the length of time the receivables are past due, the current business environment, and the Company’s historical experience.

A credit loss expense is recorded based on factors including the length of time the receivables are past due, the current business environment, and the Company’s historical experience.

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 expected credit loss when it determines a balance is uncollectible and no longer actively pursues collection of the receivable.

The Company writes off accounts receivable 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 March 31, 2026 , and December 31, 2025 , the allowance for expected credit losses were $ 700,000 .

As of June 30, 2026 , and December 31, 2025 , the allowance for expected credit losses were $ 713,000 and $ 700,000 , respectively.

Allowance for Credit Losses

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

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

In addition, also at each reporting date, this estimate is updated to reflect any changes in credit risk since the receivable was initially recorded.

7 unchanged sentences

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 consolidated balance sheet at June 30, 2025, as a note receivable.

This amount was recognized 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.

10 unchanged sentences

(See Note 13 , "Legal Proceedings".)

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

were fully impaired, resulting in a $ 3,886,000 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 or note receivable during the three months ended March 31, 2026 and 2025.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

There were no write-offs of accounts receivable or note receivable during the three or six months ended June 30, 2026 , and 2025.

Credit Concentration

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

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

During the three and six months ended June 30, 2026 and 2025 , the following customers accounted for more than 10% of consolidated revenues:

Three Months Ended June 30,

Six Months Ended June 30,

At June 30, 2026 and December 31, 2025 , the following customers accounted for more than 10% of consolidated accounts receivable:

June 30, 2026

December 31, 2025

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

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

March 31, 2026

There was no allowance for obsolete inventory as of June 30, 2026 , and December 31, 2025 .

Inventories consisted of the following (in thousands):

June 30, 2026

December 31, 2025

2 unchanged sentences

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.

March 31, 2026

June 30, 2026

December 31, 2025

9 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 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 .

For the three and six months ended June 30, 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 June 30, 2026 the vested stock options available to be exercised totaled 71,947,417 and the vested warrants available to be exercised totaled 27,529,783 .

Use of Estimates

13 unchanged sentences

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

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

The following methodology and assumptions were used to calculate share-based compensation for the six months ended June 30, 2026 and 2025 :

Risk free interest rate

29 unchanged sentences

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

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 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.

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

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

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

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.

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.

Each service is separately negotiated and priced.

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.

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.

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

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

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

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

3 unchanged sentences

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 Company has outstanding contract liability obligations of $ 46,000 and $ 280,000 as of June 30, 2026 , and December 31, 2025, respectively.

There was $ 234,000 of revenue recognized in the six months ended June 30, 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 March 31, 2026 , and December 31, 2025 , totaling $ 109,000 related to customer purchase orders not yet fulfilled.

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

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

During the six months ended June 30, 2026, $ 80,000 of deposits were used per the grant terms and recorded against research and development expense.

BETI held an investor deposit at June 30, 2026 , and December 31, 2025 , totaling $ 5,000 related to an incomplete investor commitment not yet fulfilled.

Government Grants

17 unchanged sentences

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

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

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

Management believes the carrying amounts of the Company’s financial instruments as of June 30, 2026 and December 31, 2025 approximate their respective fair values because of the short-term nature of these instruments.

Such instruments consist of cash and cash equivalents, accounts 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.

22 unchanged sentences

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

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.

As of June 30, 2026 and December 31, 2025 , the operating right-of-use assets totaled $ 927,000 , and $ 1,028,000 , respectively.

As of June 30, 2026 and December 31, 2025 , the operating lease liability totaled $ 977,000 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 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.

As of June 30, 2026 and December 31, 2025 , the finance right-of-use asset for Clyra totaled $ 282,000 and $ 338,000 and the finance lease liability totaled $ 311,000 and $ 360,000 , respectively, on our condensed consolidated balance sheets.

BIOLARGO, INC.

7 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.

March 31, 2026

June 30, 2026

December 31, 2025

11 unchanged sentences

The noncontrolling interest on the Company’s condensed consolidated balance sheets represents equity not held by the Company.

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 % 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 .

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

Noncontrolling interest of Clyra represents 52 % as of June 30, 2026 , and December 31, 2025 .

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

Noncontrolling interest of BETI represents 6 % and 5 % as of June 30, 2026 , and December 31, 2025 .

Noncontrolling interest of BCPG represents 22 % as of June 30, 2026 .

Recent Accounting Pronouncements

26 unchanged sentences

Lincoln Park Financing

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

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

The purchase price of the shares that may be sold to Lincoln Park under the agreement is the lower of (i) the lowest sale price on the date of purchase, or (ii) the average of the three lowest closing prices in the prior 12 business days.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties, or liquidated damages other than a prohibition on entering into a “Variable Rate Transaction,” as defined in the agreement.

Concurrently with the LPC Purchase Agreement, we entered into a Registration Rights Agreement, pursuant to which we filed a registration statement on Form S- 1 with the SEC on December 23, 2022.

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

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.

During the three months ended March 31, 2026, we sold 984,188 shares of our common stock to Lincoln Park Capital Fund, LLC pursuant to a stock purchase agreement dated December 13, 2022, which has now expired, and received $ 171,000 in gross and net proceeds.

No sales of common stock were made during the three months ended June 30, 2026.

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

No sales of common stock were made during the three months ended March 31, 2025.

Clearthink Financing

8 unchanged sentences

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".

Pursuant to the terms of the Purchase Agreement, we issued Clearthink 500,000 shares of our common stock as payment of the "commitment fee" and we recorded the $ 85,000 fair value of the shares at $ 0.17 per share as a financing fee.

From the April 15, 2026 commencement date through June 30, 2026, we sold 3,250,000 shares of our common stock to Clearthink and received $ 391,000 in gross and net proceeds.

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”.) 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.

No sales of common stock were made during the three months ended June 30, 2026.

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

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

In the three and six months ended June 30, 2026 , we recorded a $ 15,000 financing fee.

In the three and six months ended June 30, 2025, we recorded a financing fee of $ 15,000 and $ 30,000 , respectively.

Debt Obligations

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

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

March 31, 2026

June 30, 2026

December 31, 2025

10 unchanged sentences

Total long-term debt, net of current

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.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Interest Expense

For the three and six months ended June 30, 2026 , we recognized $ 285,000 and $ 474,000 , respectively, of interest expense from our debt obligations, inclusive of Clyra Medical debt obligations (see Note 8 ).

For the three and six months ended June 30, 2025, we recognized $ 115,000 and $ 208,000 , respectively, of interest expense from our debt obligations, inclusive of Clyra Medical debt obligations.

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

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

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

As of June 30, 2026 , and December 31, 2025 , the balance of this loan totaled $ 35,000 and $ 42,000 , respectively.

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

As of June 30, 2026 , and December 31, 2025 , the balance of this loan totaled $ 31,000 and $ 39,000 , respectively.

SBA Program Loans

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

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

Small Business Administratio ("SBA").

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

ONM Environmental requested reconsideration of the partial-forgiveness determination.

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

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

As of June 30, 2026 , and December 31, 2025 , the outstanding balance on this loan, which is past its maturity date, totaled $ 47,000 and $ 43,000 , respectively.

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

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

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

As of June 30, 2026 , and December 31, 2025 , the balance of this loan totaled $ 139,000 and $ 141,000 , respectively.

Share-Based Compensation

1 unchanged sentence

Payment of Officer Salaries

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 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.

On June 30, 2026 , we issued 1,143,753 shares of our common stock at $ 0.11 per share in lieu of $ 130,000 of accrued and unpaid obligations to two officers.

On March 31, 2026, we issued 69,444 shares of our common stock at $ 0.16 per share in lieu of $ 11,000 of accrued and unpaid obligations to an officer.

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

On March 31, 2025, we issued 11,250 shares of our common stock at $ 0.28 per share in lieu of $ 3,000 of accrued and unpaid obligations to an officer.

Payment of Consultant and Vendor Fees

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 June 30, 2026 , we issued 1,137,681 shares of our common stock at $ 0.11 per share in lieu of $ 106,000 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 June 30, 2025, we issued 564,252 shares of our common stock at $ 0.21 per share in lieu of $ 143,000 of accrued and unpaid obligations to consultants and vendors.

On March 31, 2025, we issued 209,080 shares of our common stock 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 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.

During the three and six months ended June 30, 2026 , we recognized an aggregate $ 722,000 and $ 1,421,000 , respectively, and during the three and six months ended June 30, 2025, we recognized an aggregate $ 492,000 and $ 1,107,000 , respectively, 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 the plan.

Included in these totals is option expense related to issuances by our subsidiary, Clyra Medical, totaling $ 250,000 and $ 663,000 during the three and six months ended June 30, 2026 , and $ 200,000 and $ 406,000 during the three and six months ended June 30, 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 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:

As of June 30, 2026 , 44,000,000 shares are authorized under the plan, and 20,513,196 remain available for grant.

Activity for our stock options under the 2024 Plan during the six months ended June 30, 2026 , and 2025, is as follows:

Options outstanding

5 unchanged sentences

3,790,347 $ 0.24

Balance, March 31, 2025

Balance, June 30, 2025

9,284,267 $ 0.24

( 2,770,232 ) $ 0.23

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

6,514,035 $ 0.24

2 unchanged sentences

6,781,011 $ 0.13

Balance, March 31, 2026

( 87,221 ) $ 0.19

Balance, June 30, 2026

23,486,804 $ 0.19 9.0 $ —

Vested balance, March 31, 2026

( 5,299,487 ) $ 0.18

( 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:

Vested balance, June 30, 2026

18,187,317 $ 0.19 8.9 $ —

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.11 at June 30, 2026 .

The options granted to purchase 6,781,011 shares during the six months ended June 30, 2026 with an aggregate fair value of $ 744,000 were issued to board of directors, employees and consultants:

(i) we issued options to purchase 1,067,569 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

4 unchanged sentences

the fair value of these options totaled $ 364,000 and (iv) we issued options to purchase 300,000 shares of our common stock to our Chief Financial Officer with a fair value of $ 46,000 for expiring options.

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

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:

As of June 30, 2026 , there remains $ 827,000 of stock option expense to be expensed over the next four years.

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

(i) we issued options to purchase 822,571 shares of our common stock to members of our board of directors for services performed, in lieu of cash;

28 unchanged sentences

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

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

Activity for our stock options under the 2018 Plan during the six months ended June 30, 2026 , and 2025 , is as follows:

Options outstanding

5 unchanged sentences

( 566,951 ) $ 0.16

Balance, March 31, 2025

Balance, June 30, 2025

41,604,435 $ 0.19

( 2,281,725 ) $ 0.23

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

39,322,710 $ 0.19

1 unchanged sentence

41,604,435 $ 0.19

Balance, March 31, 2026

Balance, June 30, 2026

41,604,435 $ 0.19 5.3 $ —

( 1,369,387 ) $ 0.23

Vested balance, March 31, 2026

Vested balance, June 30, 2026

40,235,048 $ 0.19 5.3 $ —

( 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.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.11 at June 30, 2026

During the six months ended June 30, 2025, an option holder elected to exercise 566,951 options using the cashless exercise option in exchange for 265,800 shares of our common stock.

As of June 30, 2026 , there remains $ 225,000 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 three months ended March 31, 2026 and 2025 is as follows:

Activity for our stock options under the 2007 Plan for the six months ended June 30, 2026 and 2025 is as follows:

Options Outstanding

4 unchanged sentences

1,157,500 $ 0.53

Balance, March 31, 2025

( 477,500 ) $ 0.42

Balance, June 30, 2025

680,000 $ 0.61

Balance, December 31, 2025

380,000 $ 0.63

Balance, March 31, 2026

( 40,000 ) $ 0.45

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

Balance, June 30, 2026

340,000 $ 0.65 0.6 $ —

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.11 at June 30, 2026 .

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Non-Plan Options

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

Activity of our non-plan stock options issued for the six months ended June 30, 2026 and 2025 is as follows:

Non-plan Options outstanding

5 unchanged sentences

32,143 $ 0.28

Balance, March 31, 2025

( 1,363,818 ) $ 0.35

Balance, June 30, 2025

14,355,967 $ 0.39

Vested Balance, March 31, 2025

( 218,750 ) $ 0.44

Vested Balance, June 30, 2025

14,137,217 $ 0.40

Balance, December 31, 2025

14,039,129 $ 0.39

Balance, March 31, 2026

( 666,577 ) $ 0.42

Balance, June 30, 2026

13,372,552 $ 0.38 1.4 $ -

Vested balance, March 31, 2026

( 187,500 ) $ 0.18

( 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.

Vested balance, June 30, 2026

13,185,052 $ 0.39 1.3 $ -

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.11 at June 30, 2026 .

There were no non-plan options issued during the six months ended June 30, 2026 .

During the six months ended June 30, 2025, we issued options to purchase an aggregate 32,143 shares of our common stock at $ 0.28 per share to vendors for fees for services.

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

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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:

As of June 30, 2026 , there remains $ 29,000 of stock option expense to be expensed over the next two years.

We have certain warrants outstanding to purchase our common stock, at various prices, for the six months ended June 30, 2026 and 2025 is as follows:

Warrants outstanding

5 unchanged sentences

( 1,888,170 ) $ 0.21

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

29,727,446 $ 0.29

3 unchanged sentences

( 4,913,127 ) $ 0.23

Vested Balance, March 31, 2026

Vested Balance, June 30, 2026

27,529,783 $ 0.29 1.4 $ —

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

( 1 ) – Aggregate intrinsic value based on closing common stock price of $ 0.11 at June 30, 2026 .

Warrants issued in Unit Offerings

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 ).

During the six months ended June 30, 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 ).

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.

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

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

Warrant Fair Value

13 unchanged sentences

The expected life in years is based on the contract term of the warrant.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Expenses

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

As of June 30, 2026 , accounts payable and accrued expenses included the following (in thousands):

BioLargo Canada

12 unchanged sentences

See Note 8 , “Accounts Payable and Accrued Expenses”, for the accounts payable and accrued expenses of Clyra Medical.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Noncontrolling Interest – Clyra Medical

10 unchanged sentences

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

As of June 30, 2026 , and December 31, 2025, the outstanding balance totaled $ 1,500,000 , of which $ 200,000 is owed to BioLargo Inc.

and eliminated in consolidation.

Guaranteed Note Offering

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.

During the six months ended June 30, 2026 , Clyra issued promissory notes in the aggregate amount of $ 3,395,000 .

The notes bear interest at the rate of 15% per annum, mature February 28, 2029, and are guaranteed by 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.

Warrants to purchase an aggregate 226,344 shares of Clyra common stock were issued.

The fair value of these warrants issued totaled $ 353,000 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.

During 2025, Clyra issued 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 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 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.

Warrants to purchase an aggregate 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 promissory notes.

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

As of June 30, 2026 and December 31, 2025, the outstanding balance on these promissory notes totaled $ 3,970,000 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 - 52 %.

2 unchanged sentences

On June 30, 2020, Clyra Medical entered into a Revolving Line of Credit Agreement whereby Vernal Bay Capital Group, LLC ("Vernal") committed to provide a $ 1,000,000 inventory line of credit.

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

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

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

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

As of 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.

Since inception, Clyra Medical received $ 260,000 in draws.

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

During the three months ended June 30, 2026, this line of credit was paid in full.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Equity Transactions

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.

As of June 30, 2026 , and December 31, 2025 , Clyra had 11,378,545 shares issued and outstanding, of which 746,418 and 330,000 were Series A and Series B Preferred shares, respectively.

As of June 30, 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

6 unchanged sentences

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

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

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2026 and December 31, 2025 , the Series A Preferred Stock accrued and unpaid dividend totaled $ 1,109,000 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 into shares of BioLargo common stock during the period beginning January 1, 2025, and ended on June 30, 2026.

As of June 30, 2026 , no investors have elected to convert.

Sales of Series B Preferred Stock

3 unchanged sentences

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.

There were no sales of common stock by Clyra during the six months ended June 30, 2026 .

During the six months ended June 30, 2025, Clyra sold 49,167 shares of its common stock, and issued 24,584 warrants to purchase shares of its common stock at $ 7.50 per share, expiring February 28, 2027, from five accredited investors.

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

1 unchanged sentence

Common Stock issued for services

During the three months ended June 30, 2026 , Clyra issued 2,685 shares of common stock to a vendor for services performed in lieu of cash totaling $ 17,000 .

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.

During the six months ended June 30, 2025, Clyra issued 9,698 shares of its common stock to vendors for services performed in lieu of cash totaling $ 60,000 , and issued a warrant to purchase 7,849 shares of its common stock at $ 6.00 per share, expiring 5 years from the grant date.

The relative fair value of these warrants totaled $ 6,000 .

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Clyra Stock Options

4 unchanged sentences

50,664 $ 4.50

Balance, March 31, 2025

Balance, June 30, 2025

2,027,527 $ 1.09

( 200,000 ) $ 0.01

Vested Balance, March 31, 2025

Vested Balance, June 30, 2025

1,827,527 $ 1.21

2 unchanged sentences

232,143 $ 4.46

Balance, March 31, 2026

( 500,000 ) $ 0.01

Balance, June 30, 2026

2,745,835 $ 2.58 7.6

Vested Balance, March 31, 2026

( 719,791 ) $ 4.19

Vested Balance, June 30, 2026

2,026,044 $ 2.01 7.0

Clyra issues options to its employees and consultants in lieu of compensation owed on a regular basis.

The fair value of the options issued totaled $ 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.

The fair value of the options issued totaled $ 449,000 in the six months ended June 30, 2026 , and $ 92,000 in the six months ended June 30, 2025 .

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

As of June 30, 2026 , there remains $ 1,278,000 of stock option expense to be expensed over the next two years.

June 30, 2026

June 30, 2025

Risk free interest rate

12 unchanged sentences

470,002 $ 6.94

Vested Balance, March 31, 2025

( 224,944 ) $ 7.24

Vested Balance, June 30, 2025

1,428,240 $ 4.87

Balance, December 31, 2025

2 unchanged sentences

( 358,810 ) $ 3.72

Vested Balance, March 31, 2026

Vested Balance, June 30, 2026

1,570,030 $ 6.13 1.8

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Accounts Payable and Accrued Expenses

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

At June 30, 2026 , and December 31, 2025 , Clyra had the following accounts payable and accrued expenses (in thousands):

Accounts payable

15 unchanged sentences

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 March 31, 2026 and December 31, 2025, Class B members have earned 30 % profit interest.

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

During the three months ended June 30, 2026, BETI sold 6,757 shares of its common stock at $ 3.70 per share to one accredited investors and received $ 25,000 in gross and net proceeds.

During the six months ended June 30, 2026 , BETI sold 131,624 shares of its common stock at $ 3.70 per share to seven accredited investors and received $ 487,000 in gross and net proceeds.

No shares of common stock of BETI were sold during the three and six months ended June 30, 2025.

As of June 30, 2026 , BETI had 9,738,469 issued and outstanding shares, of which BioLargo holds 9,095,000 .

During the three months ended June 30, 2026, Biolargo exchanged intercompany payables totaling $ 525,000 for 141,892 shares of BETI common stock.

BioLargo Consumer Product Group, LLC.

BioLargo CPG LLC (“BCPG”) was formed to commercialize household consumer products based on BioLargo's technologies.

Company members include management and key service providers.

As of June 30, 2026, BioLargo owns 78 %.

During the six months ended June 30, 2026 , BCPG issued 4,092 membership shares at $ 5.00 per share to a vendor in lieu of accrued and unpaid services totaling $ 20,462 .

Business Segment Information

BioLargo has six operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc.

BioLargo has seven operating business segments, plus its corporate entity which is responsible for general corporate operations, including administrative functions, finance, human resources, marketing, legal, etc.

The operational business segments are:

8 unchanged sentences

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

BioLargo CPG LLC ("BCPG") - founded in 2026 to commercialize household consumer products based on our technologies.

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.

3 unchanged sentences

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,

The segment information for the three and six months ended June 30, 2026 , and 2025 , is as follows (in thousands):

Three Months Ended June 30,

Six Months Ended June 30,

ONM Environmental

$ 471 $ 2,006 $ 895 $ 4,809

BioLargo corporate

1,090 940 1,888 1,630

Clyra Medical

5 unchanged sentences

BioLargo corporate

$ 472 $ 292 $ 758 $ 701

Clyra Medical

250 200 663 406

$ 722 $ 492 $ 1,421 $ 1,107

Depreciation expense

6 unchanged sentences

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

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

$ ( 31 ) $ ( 36 ) $ ( 67 ) $ ( 78 )

Research and development expense

7 unchanged sentences

( 610 ) ( 229 ) ( 1,131 ) ( 564 )

( 40 ) — ( 40 ) —

Intersegment R&D

383 169 700 401

$ ( 1,088 ) $ ( 535 ) $ ( 1,995 ) $ ( 1,324 )

Operating income (loss)

5 unchanged sentences

( 339 ) ( 122 ) ( 694 ) ( 217 )

( 75 ) ( 67 ) ( 165 ) ( 125 )

BioLargo Canada

( 105 ) ( 144 ) ( 218 ) ( 300 )

( 60 ) — ( 60 ) —

Clyra Medical

3 unchanged sentences

BioLargo corporate

$ 1 $ 3 $ 64 $ 6

ONM Environmental

( 3 ) 33 ( 3 ) 47

Clyra Medical

8 unchanged sentences

( 339 ) ( 122 ) ( 694 ) ( 217 )

( 75 ) ( 67 ) ( 165 ) ( 125 )

BioLargo Canada

( 105 ) ( 144 ) ( 219 ) ( 294 )

( 60 ) — ( 60 ) —

Clyra Medical

4 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of March 31, 2026

As of June 30, 2026

BioLargo Canada

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

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

For the three and six months ended June 30, 2026 , rental expense totaled $ 102,000 and $ 210,000 and for the three months ended June 30, 2025, rental expense totaled $ 92,000 .

The lease of our Westminster facility expires August 2027.

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

As of March 31, 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 .

As of June 30, 2026 , the weighted average remaining lease term for our operating leases was five years and the total remaining operating lease payments were $ 1,495,000 .

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

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$ 177 $ 171 $ 629 $ 977

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Legal Proceedings

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However, adverse outcomes could materially impact future financial results.

BIOLARGO, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Subsequent Events

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Stock Issuances

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.

Subsequent to June 30, 2026 , we have sold 3,500,000 shares of our common stock to Clearthink (see Note 3 ) and received $ 376,000 in gross proceeds.

Clyra Medical Financing Activities

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.

Subsequent to June 30, 2026 , Clyra issued guaranteed promissory notes in the aggregate amount of $ 325,000 to five accredited investors.

The notes bear interest at the rate of 15 % per annum, mature July 31, 2029, and are guaranteed by BioLargo Inc.

Warrants to purchase an aggregate 21,666 shares of Clyra common stock were issued to the investors.

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

This Quarterly Report on Form 10-Q contains forward-looking statements.

These forward-looking statements involve risks and uncertainties, including statements regarding BioLargo’s capital needs, business plans and expectations.

Such forward-looking statements involve risks and uncertainties regarding BioLargo’s ability to carry out its planned development and production of products.

Forward-looking statements are made, without limitation, in relation to BioLargo’s operating plans, BioLargo’s liquidity and financial condition, availability of funds, operating and exploration costs and the market in which BioLargo competes.

Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology.

Actual events or results may differ materially.

In evaluating these statements, you should consider various factors, including the risks outlined in our Form most recent annual report on Form 10-K, and, from time to time, in other reports BioLargo files with the SEC.

These factors may cause BioLargo’s actual results to differ materially from any forward-looking statement.

BioLargo disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

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

Unless otherwise expressly stated herein, all statements, including forward-looking statements, set forth in this Form 10-Q are as of March 31, 2026, unless expressly stated otherwise, and we undertake no duty to update this information.

These statements relate to future events or our future financial performance and include statements regarding our capital needs, business plans, liquidity and financial condition, availability of funds, operating costs, and the markets in which we compete.

In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate," "predict," "potential," or "continue," or the negative of these terms or other comparable terminology.

Any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements.

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

These factors include, among others, the risks described in our most recent Annual Report on Form 10-K and, from time to time, in our other filings with the Securities and Exchange Commission.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

Except as required by law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

All forward-looking statements are expressly qualified in their entirety by this cautionary statement.

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

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BioLargo Equipment Solutions & Technologies, Inc., which sells our water treatment products;

BioLargo CPG, LLC ("BCPG"), which was formed in May 2026 to commercialize household consumer products based on our technologies;

BioLargo Development Corp., which employs and provides benefits to our employees;

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(“Clyra Medical”), which commercializes our technologies in the medical and dental fields.

All subsidiaries are wholly owned, except for BETI, BLEST and Clyra Medical.

All subsidiaries are wholly owned, except for BETI, BLEST, BCPG and Clyra Medical.

The following discussion and analysis should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this report.

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We care about making technologies that are affordable and flexible enough to be accessed around the world.

And we care about being the best at what we do – creating best-in-class technologies to solve meaningful cleantech challenges.

And we care about doing the work well - developing technologies that solve meaningful cleantech challenges.

Some of our areas of focus include environmental problems like PFAS contamination, water pollution by pharmaceuticals and micropollutants, air pollution by VOCs, hard-to-treat odors from landfills and sewage plants, infection and wound healing and the creation of energy storage systems that are more affordable, efficient, safer and environmentally friendly.

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

Battery energy storage systems designed for grid-scale energy storage and other industrial uses under the brand name Cellinity TM being developed by our partially owned (93%) subsidiary BioLargo Energy Technologies, Inc.;

Battery energy storage systems designed for grid-scale energy storage and other industrial uses under the brand name Cellinity™ being developed by our partially owned (94%) subsidiary BioLargo Energy Technologies, Inc.;

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

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

Consumer Private-Label Products

Consumer Products

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

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

BLEST's board of directors includes Jeffrey Kightlinger, former CEO of the Metropolitan Water District of Southern California, Sally Gutierrez, retired career senior executive from the US Environmental Protection Agency (EPA), and Larry Dick, former Vice Chairman of the Metropolitan Water District of Southern California and board member of the Municipal Water District of Orange County.

BEST's board of directors includes Jeffrey Kightlinger, former CEO of the Metropolitan Water District of Southern California, Sally Gutierrez, retired career senior executive from the US Environmental Protection Agency (EPA), and Larry Dick, former Vice Chairman of the Metropolitan Water District of Southern California and board member of the Municipal Water District of Orange County.

Each brings their significant and distinctive experience from decades in the water industry to BEST’s board to help the company create the necessary regulatory and industry connections that will be critical for its efforts to secure larger and more high-profile projects for its PFAS treatment and other water treatment technologies.

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A typical sales timeline for a municipal drinking water or wastewater customer, from introduction to signing the contract for a full-scale install, usually requires feasibility studies, on-site pilot projects, budget approvals, State regulatory approvals, and more.

Industrial clients may have a shorter sales cycles but are under pressure to ensure that the Return on Investment (ROI) fits into company standards, so their reviews can also be lengthy.

Industrial clients may have shorter sales cycles but are under pressure to ensure that the Return on Investment (ROI) fits into company standards, so their reviews can also be lengthy.

For any water treatment project, the process is also very engineering-intensive, and therefore the staff required to secure contracts for water treatment projects need to be engineers, in most cases.

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Detection of unsafe levels of PFAS around the world has given rise to a number of market opportunities for treatment and remediation technologies, including in drinking water, industrial wastewater, municipal wastewater, solid waste, organic foods and more.

We have successfully validated the AEC as an effective system to selectively extract and collect PFAS chemicals from contaminated water, including performance testing that shows “non-detect” levels of removal, which meets new EPA standards.

We have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time, and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.

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

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

EPA and the New Jersey Department of Environmental Protection to ensure it continues to meet their standards.

We believe this project can validate for potential customers the AEC's use in municipal drinking water, and can showcase the AEC’s distinct advantages over incumbent technologies like carbon filtration and ion exchange, which include lower hazardous waste disposal costs.

As a modular system, we believe the AEC is scalable to small commercial units used in smaller remediation projects for groundwater, wastewater, or landfill leachate, as well as large commercial installations of drinking water treatment facilities, and we believe that our engineering team has the experience to deliver systems to meet the needs of any sized commercial installation.

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 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.

In addition to the use in Lake Stockholm New Jersey, we have demonstrated more than 10,000 hours of continuous operation showing no materially significant degradation of the AEC system’s components or performance over time, and believe the costs to operate our system will be far less than that of the two primary incumbent technologies.

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

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we have entered into discussions about partnership and opportunities for collaboration with industry-leading firms who have a gap in their PFAS treatment technology portfolio.

While these opportunities do not convert into commercial sales overnight, but they represent strong avenues for accelerating adoption of our PFAS treatment solution.

While these opportunities do not convert into commercial sales overnight, they represent strong avenues for accelerating adoption of our PFAS treatment solution.

AROS Minimal Liquid Discharge Water Treatment

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(“BETI”) was founded to commercialize a novel battery technology with the potential to help facilitate the ongoing shift toward renewable energy production by providing a safer, longer lasting, more eco-friendly, and more affordable alternative to lithium-ion batteries.

Designed for long duration energy storage, also known as "battery energy storage solutions" (BESS), our battery, called Cellinity™, uses a novel “liquid sodium” chemistry that uses common domestically sourced materials, and which has significant advantages over other battery chemistries for use in stationary, long-duration energy storage.

Designed for long duration energy storage, also known as "battery energy storage systems" (BESS), our battery, called Cellinity™, uses a novel “liquid sodium” chemistry that uses common domestically sourced materials, and which has significant advantages over other battery chemistries for use in stationary, long-duration energy storage.

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

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

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

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

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

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

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

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

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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.

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 & 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 70% as of March 31, 2026 and December 31, 2025).

The team is led by Randall Moore, who served as Manager of Operations for Consulting and Engineering for the Knoxville office of CB&I Environmental & Infrastructure and was formerly a leader at The Shaw Group, Inc., a Fortune 500 global engineering firm.

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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.

Work on the $1.2 million contract has begun and is expected to continue through second quarter of 2027, 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.

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RESULTS OF OPERATIONS

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.

For the three and six months ended June 30, 2026, our revenues decreased 55% and 61% as compared with the same periods in 2025.

The decrease is due to the cessation of sales of private-labeled pet odor control products sold to a third party under the brand name “Pooph” in August 2025.

During the three and six months ended June 30, 2025, such sales had comprised 57% and 69% of our consolidated revenue.

Our financial statements separate revenue based on products and services.

Revenues from the sale of products for the three months ended March 31, 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.

Revenues from the sale of products totaled $421,000 and $999,000 for the three and six months ended June 30, 2026, a 79% decrease compared the same periods in 2025.

Revenues from services totaled $827,000 and $1,364,000 for the three and six months ended June 30, 2026, an increase of 7% and 10% compared to the same periods in 2025.

ONM Environmental

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Revenue (ONM Environmental)

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)).

ONM Environmental’s revenues decreased 77% and 81% in the three and six months ended June 30, 2026, compared with the same periods 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 sales of industrial odor control products.

Cost of Goods Sold (ONM Environmental)

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

As a percentage of revenue, ONM Environmental’s costs of goods for the three months ended March 31, 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.

As a percentage of revenue, ONM Environmental’s costs of goods sold for the three and six months ended June 30, 2026, were 37% and 36% a decrease of 8% and 14% compared to the same periods in 2025.

The decrease in cost of goods sold 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") totaled $371,000 and increased 24% during the three months ended March 31, 2026, as compared with the same period in 2025.

ONM Environmental’s selling, general and administrative expenses ("SG&A") for the three and six months ended June 30, 2026 totaled $407,000 and $778,000, an increase of 47% and 27% compared with the same periods in 2025.

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

Operating Income (ONM Environmental)

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.

ONM Environmental generated an operating loss totaling $110,000 and $204,000 in the three and six months ended June 30, 2026, compared to operating income totaling $823,000 and $1,780,000 for the three and six months ended June 30, 2025.

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

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Revenue (BLEST)

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.

BLEST generated $777,000 and $1,314,000 in third-party service revenues in the three and six months ended June 30, 2026, an increase of 1% and 6% compared to the third-party service revenues in the same periods in 2025.

This increase was due to an increase in fixed fee contracts at U.S.

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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.

In the three and six months ended June 30, 2026, intersegment revenue for BLEST totaled $313,000 and $574,000.

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

Cost of Revenues (BLEST)

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

In the three months ended March 31, 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.

In the three and six months ended June 30, 2026, costs were 51% and 63% of revenues, versus 58% in the same periods in 2025.

The fluctuation 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 $266,000 in the three months ended March 31, 2026, compared to $330,000 in the three months ended March 31, 2025.

BLEST’s SG&A expenses were $168,000 and $434,000 in the three and six months ended June 30, 2026, compared to $224,000 and $556,000 in the three and six months ended June 30, 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 $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.

BLEST generated an operating loss of $45,000 and $426,000 in the three and six months ended June 30, 2026, compared to an operating income of $16,000 and an operating loss of $364,000 in the three and six months ended June 30, 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.

Clyra Medical

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.

Clyra Medical did not generate revenue in the three months ended June 30, 2026, and generated revenues of $154,000 in the six months ended June 30, 2026.

Clyra Medical did not generate revenue 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.

In the three and six months ended June 30, 2026, Clyra incurred an operating loss of $2,105,000 and $3,826,000, which included $610,000 and $1,131,000 in research and development expenses.

In the same periods in 2025, the operating loss totaled $1,263,000 and $2,580,000, which included $229,000 and $564,000 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 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.

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

For the three and six months ended June 30, 2026, it incurred total costs and expenses of $339,000 and $694,000, which included $156,000 and $298,000 in research and development expenses.

In the same periods in 2025, total costs and expenses were $122,000 and $217,000, which included $54,000 and $113,000 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 fiscah year 2024 to commercialize BioLargo's proprietary water treatment equipment, including its PFAS removal device the AEC.

BioLargo Equipment Solutions & Technologies, Inc.

(BEST) was formed in fiscal 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 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.

During the three and six months ended June 30, 2026, it incurred $75,000 and $165,000 of total expenses.

In the same periods in 2025, it incurred $67,000 and $125,000 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 months ended March 31, 2026 consolidated SG&A increased 9% (to $2,755,000) as compared with the three months ended March 31, 2025.

For the three and six months ended June 30, 2026 consolidated SG&A increased 23% and 16% as compared with the three and six months ended June 30, 2025.

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

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Salaries and payroll related

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Total Selling, General & Administrative

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.

In the three and six months ended June 30, 2026, our non-cash expenses from the issuance of stock and stock options totaled $975,000 and $1,744,000 compared to $728,000 and $1,440,000 for the three and six months ended June 30, 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.

The reduction in salaries and payroll related expenses is due to an Employee Retention Tax Credit recognized in the six months ended June 30, 2026, offset by an increased number of employees.

Professional fees increased in the three and six months ended June 30, 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 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.

In the three and six months ended June 30, 2026, we spent $1,088,000 and $1,995,000 in the research and development of our technologies and products.

This was an increase of 103% and 51% as compared to the three and six months ended June 30, 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.

Our interest income for the three and six months ended June 30, 2026, was $13,000 and $85,000 compared to $35,000 and $63,000 in the three and six months ended June 30, 2025.

Our interest expense for the three and six months ended June 30, 2026, was $285,000 and $474,000 compared to $115,000 and $208,000 in the three and six months ended June 30, 2025.

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

Other Income and Expense

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.

For the three and six months ended June 30, 2026, we did not receive any grant income, compared to no grant income for the three months ended June 30, 2025, and $6,000 of grant income for the six months ended June 30, 2025.

Grant income is primarily generated through our wholly owned Canadian subsidiary.

1 unchanged sentence

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

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.

Net loss for the three and six months ended June 30, 2026, was $4,000,000 and $7,405,000 a loss of $ (0.01) and $ (0.02) per share, compared to a net loss for the three and six months ended June 30, 2025, of $1,882,000 and $3,803,000 a loss of $ (0.004) and $ (0.008) per share.

Our net loss for the three and six months ended June 30, 2026, increased because of the decrease in revenue.

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

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

BioLargo corporate

2 unchanged sentences

Liquidity and Capital Resources

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.

For the six months ended June 30, 2026, we generated revenues of $2,363,000, had a net loss of $7,405,000, used $5,973,000 net cash in operating activities, and received $4,469,000 net cash from financing activities.

As of June 30, 2026, we had current assets of $3,499,000, including $2,188,000 cash and cash equivalents.

As of June 30, 2026, we had current liabilities of $4,765,000, and working capital deficit of $1,266,000.

12 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements