BioLargo (BLGO) CSO takes 532,567-share stock grant under lock-up terms
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
BIOLARGO, INC. Chief Science Officer and director Kenneth Reay Code received a grant of 532,567 shares of common stock at an acquisition price of $0.1135 per share. The shares were issued by the company in exchange for reducing amounts owed to him for salary and unreimbursed business expenses.
The new award is subject to a Lock-Up Agreement that restricts any sale until the company reports at least $40 million of gross revenue on a consolidated basis for a reported period, its market capitalization exceeds $300 million, or there is a change in control. Following this grant, Code beneficially owns 26,408,319 shares, including 22,139,012 shares held indirectly through a wholly owned corporation.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
CODE KENNETH REAY
Role
Chief Science Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Common Stock | 532,567 | $0.1135 | $60K |
Holdings After Transaction:
Common Stock — 26,408,319 shares (Direct, null)
Footnotes (1)
- The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby shares are locked-up and restricted from sale until the Issuer reports gross revenue of at least $40 million on a consolidated basis for any reported period (e.g, quarter or annual), or the Issuer's market capitalization exceeds $300 million, or there is a "change in control" in the Issuer. Shares received from Issuer in exchange for a reduction in amounts owed by Issuer to Reporting Person for salary and unreimbursed business expenses (equal to the product of the number of shares and acquisition price per share). Aggregate total shares includes 22,139,012 shares owned indirectly by Reporting Person through a wholly owned corporation.
Key Figures
Share grant size: 532,567 shares
Grant price: $0.1135 per share
Total shares owned: 26,408,319 shares
+3 more
6 metrics
Share grant size
532,567 shares
Common stock grant to Kenneth Reay Code
Grant price
$0.1135 per share
Acquisition price for granted common stock
Total shares owned
26,408,319 shares
Beneficial ownership after transaction
Indirectly owned shares
22,139,012 shares
Held through wholly owned corporation
Revenue lock-up trigger
$40 million gross revenue
Consolidated revenue required for lock-up release
Market cap lock-up trigger
$300 million market capitalization
Alternative condition for lock-up release
Key Terms
Lock-Up Agreement, consolidated basis, market capitalization, change in control
4 terms
Lock-Up Agreement financial
"The shares issued are subject to a Lock-Up Agreement dated as of the issuance date whereby shares are locked-up and restricted from sale..."
A lock-up agreement is a contract that prevents company insiders and early investors from selling their shares for a fixed period after a stock sale, often after an initial public offering. It matters to investors because it temporarily limits the number of shares that can hit the market, which can keep the share price steadier; when the lock-up ends, a sudden increase in available shares can create extra volatility, revealing insiders’ confidence or lack thereof.
consolidated basis financial
"until the Issuer reports gross revenue of at least $40 million on a consolidated basis for any reported period..."
market capitalization financial
"or the Issuer's market capitalization exceeds $300 million, or there is a "change in control" in the Issuer."
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
change in control financial
"or there is a "change in control" in the Issuer."
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
FAQ
What insider transaction did BIOLARGO (BLGO) report for Kenneth Reay Code?
BIOLARGO reported that Chief Science Officer and director Kenneth Reay Code received 532,567 shares of common stock. The shares were issued as a grant in exchange for reducing amounts the company owed him for salary and unreimbursed business expenses, at an acquisition price of $0.1135 per share.