BioLargo, Inc. filings document an operating company with cleantech, environmental engineering and life sciences subsidiaries, including disclosures tied to product and service revenue, partially owned subsidiaries, debt obligations and common stock. Registration statements and related exhibits describe common stock, capital structure, resale registration rights and equity financing arrangements.
BioLargo's Form 8-K filings record Regulation FD materials, investor presentation exhibits, annual operating-result releases, shareholder town hall transcripts, material definitive agreements and officer compensation converted into common stock. The filings also provide formal disclosure around governance, liquidity, subsidiary activity and risk factors associated with commercializing water treatment, medical technology, engineering services and energy-storage businesses.
BioLargo, Inc. registers 31,730,651 shares of common stock for resale by selling stockholders; these shares are issuable upon exercise of warrants issued between April 16, 2021 and January 6, 2026. The company is not selling any shares here and will receive no proceeds from secondary sales; however, it may receive up to $8,416,462 if the warrants are exercised in full at a weighted average exercise price of $0.265 per share. Shares outstanding were 320,474,620 as of the prospectus date; assuming full exercise the post-issuance total would be 352,205,271 shares. Exercise prices range from $0.19 to $0.33, and certain warrants may be callable if the registration is effective and the market price meets the stated threshold.
BioLargo, Inc. registers 30,000,000 shares of common stock for resale by a selling stockholder under a registration statement filed pursuant to Rule 424(b)(4). The shares are reserved for issuance to Clearthink Capital Partners under a March 20, 2026 Purchase Agreement and related Registration Rights Agreement.
The Purchase Agreement contemplates up to $10,000,000 of purchases by Clearthink at a price equal to the average of the two lowest daily closing prices during the eight trading days preceding each purchase; the company will not receive proceeds from resales by Clearthink under this prospectus, though it may receive proceeds up to the $10,000,000 Commitment Amount if it directs sales to Clearthink consistent with the agreement. The Purchase Agreement contains a 9.99% Beneficial Ownership Cap and other customary terms; timing and amounts of any sales are within the parties' contractual mechanics.
BioLargo, Inc. is registering up to 31,730,651 shares of common stock for resale by existing warrant holders. The shares will be issued if investors exercise warrants that were sold between April 2021 and January 2026 at a weighted average price of $0.265 per share.
BioLargo will not sell any shares in this offering and will receive no proceeds from stockholder resales, but could receive up to $8.42 million in gross proceeds if all warrants are exercised. As of the prospectus date, the company had 320,474,620 shares outstanding, which would increase to 352,205,271 shares if all registered warrant shares are issued.
The company focuses on cleantech solutions including PFAS water treatment, industrial odor and VOC control, and a liquid-sodium battery platform. It reports recurring losses, substantial cash needs, a going-concern warning, heavy reliance on external financing, and material litigation tied to a former major private‑label odor-control customer.
BioLargo, Inc. filed an S-1 registering up to 30,000,000 shares of common stock for resale by Clearthink Capital Partners under an equity purchase agreement. BioLargo may sell shares to Clearthink over time and receive up to $10,000,000 in gross proceeds, while Clearthink resells the shares to the public.
The company had 320,474,620 shares outstanding as of the prospectus date, which would rise to 350,474,620 shares if all 30,000,000 shares are issued. The agreement includes a 9.99% beneficial ownership cap, and Clearthink is deemed an underwriter. BioLargo highlights significant risks, including ongoing Pooph litigation, a $15.2 million net loss in 2025, substantial cash use, going-concern doubts, reliance on external financings, and thin, penny-stock trading on the OTCQX Best Market.
BIOLARGO, INC. Chief Science Officer Kenneth Reay Code received a grant of 69,444 shares of common stock at an acquisition price of $0.162 per share. The award was issued in exchange for reduced salary and unreimbursed business expenses.
The shares are subject to a lock-up agreement and cannot be sold until the company reports at least $40 million in gross revenue for any quarter or year, or its market capitalization exceeds $300 million, or there is a change in control. Following this grant, his total holdings are 25,875,752 shares, including 22,139,012 shares held indirectly through a wholly owned corporation.
BIOLARGO, INC. director Jack B. Strommen received an option grant as compensation for board service. He was awarded an Option to Purchase Common Stock covering 92,593 shares at an exercise price of $0.162 per share, with no cash paid for the grant itself.
The option was issued in lieu of $15,000 in director fees for the most recently completed quarter under the company’s 2024 Equity Incentive Plan. Following this grant, Strommen directly holds derivative securities representing 2,452,103 underlying shares, and this option is scheduled to expire on March 31, 2036.
BIOLARGO, INC. director Christina Elaine Bray received an option grant as compensation for board service. She was awarded an option to purchase 115,741 shares of Common Stock at an exercise price of $0.162 per share, issued under the company’s 2024 Equity Incentive Plan.
The option was granted in lieu of $18,750 of cash fees for the most recently completed quarter. After this award, she beneficially holds derivative securities representing 1,381,502 underlying shares directly, reflecting routine, equity-based director compensation rather than an open-market transaction.
Biolargo, Inc. director Linda Park received a stock option grant as board compensation. On the reported date, she was granted an option to purchase 115,741 shares of common stock at an exercise price of $0.162 per share, expiring on March 31, 2036.
The footnote explains this option was issued in lieu of $18,750 in cash fees for her most recently completed quarterly board service, under Biolargo’s 2024 Equity Incentive Plan. Following this grant, her directly held derivative position is reported as 1,381,502 option-linked shares.