BioLargo converts officer compensation into 624,383 locked BLGO shares

Rhea-AI Filing Summary

BioLargo, Inc. reported that on November 14, 2025 two company officers agreed to convert an aggregate $99,901 of unpaid salary and unreimbursed business expenses into common stock. The shares were issued at a price of $0.16 per share, resulting in an aggregate issuance of 624,383 shares of BioLargo common stock. These shares are subject to a Lock-Up Agreement dated as of the issuance date, meaning they cannot be sold until BioLargo reports at least $40 million in consolidated gross revenue for any reported period, or its market capitalization exceeds $300 million, or the company undergoes a change in control.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2025

BioLargo, Inc.

(Exact name of registrant as specified in its charter)

Delaware		000-19709		65-0159115
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14921 Chestnut St., Westminster, California		92683
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 400-2863

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	BLGO	OTCQX

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On November 14, 2025, two officers of BioLargo Inc. agreed to convert an aggregate $99,901 of unpaid salary and unreimbursed business expenses into shares of BioLargo Inc. common stock at a price-per-share equal to the closing price of BioLargo's common stock on November 14, 2025 of $0.16. An aggregate 624,383 shares were issued to the two officers. The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby the shares are locked-up and restricted from sale until BioLargo Inc. reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual), or its market capitalization exceeds $300 million, or it undergoes a "change in control".

Item 9.01. Financial Statements and Exhibits.

(d)         Exhibits.

Exhibit No.	Description
10.1	Lock-Up Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Date: November 17, 2025						BIOLARGO, INC.
						By:		/s/ Dennis P. Calvert
								Dennis P. Calvert
								President and Chief Executive Officer

FAQ

What did BioLargo (BLGO) announce in this 8-K filing?

BioLargo reported that two officers agreed to convert an aggregate $99,901 of unpaid salary and unreimbursed business expenses into shares of BioLargo common stock.

How many BioLargo (BLGO) shares were issued to the officers?

The officers received an aggregate of 624,383 shares of BioLargo common stock in exchange for their unpaid salary and unreimbursed expenses.

At what price were the new BioLargo (BLGO) shares issued?

The shares were issued at a price-per-share equal to the closing price of BioLargo's common stock on November 14, 2025, which was $0.16 per share.

Are the newly issued BioLargo (BLGO) shares subject to any lock-up or restrictions?

Yes. The shares are subject to a Lock-Up Agreement and are restricted from sale until BioLargo reports consolidated gross revenue of at least $40 million for any reported period, or its market capitalization exceeds $300 million, or the company experiences a change in control.

What triggers the end of the lock-up on the new BioLargo (BLGO) shares?

The lock-up ends if BioLargo achieves at least $40 million in consolidated gross revenue in any quarter or annual period, if its market capitalization exceeds $300 million, or if there is a change in control of the company.

Who were the parties involved in the BioLargo (BLGO) compensation conversion?

The transaction involved two officers of BioLargo who converted their unpaid salary and unreimbursed business expenses into BioLargo common stock.