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. director Marshall Dennis E received two option grants for common stock as non-cash compensation. He was granted options over 138,889 shares at an exercise price of $0.162 per share, replacing an earlier option on 68,182 shares that had expired unexercised related to $22,500 in prior services.
He also received a new option over 115,741 shares at the same $0.162 exercise price as payment for $18,750 in board fees for the most recently completed quarter under the 2024 Equity Incentive Plan. After these grants, his reported direct holdings rose to 5,432,829 derivative-linked shares, with both options expiring on March 31, 2036.
BioLargo, Inc. entered into a purchase agreement and related registration rights agreement with Clearthink Capital Partners, LLC that gives BioLargo the right to sell up to $10.0 million of common stock to Clearthink over a 36‑month period, subject to conditions.
After SEC effectiveness of a resale registration statement, BioLargo may, at its sole discretion, direct Clearthink on selected trading days to buy shares in amounts up to the lesser of $500,000 or 300% of the recent average trading value, with a minimum of $25,000 and at least five business days between notices. The purchase price per draw is based on the average of the two lowest closing prices over the prior eight trading days.
As consideration for this committed equity facility, BioLargo issued 500,000 commitment shares of common stock to Clearthink without receiving cash proceeds. Clearthink is capped at 9.99% beneficial ownership and is prohibited from short sales or net short hedging, while BioLargo can terminate the arrangement on one business day’s notice. The initial issuances rely on private offering exemptions under Section 4(a)(2) and Rule 506(b).
BioLargo, Inc. used this report to share an investor slide deck and press release summarizing its 2025 performance and outlook. Management described 2025 as a year of both accomplishment and adversity, including the termination of its largest customer’s license and the related loss of revenue.
The company highlighted a $3.9 million cash balance at year end 2025, a 98% increase in engineering services revenue, and commercialization progress across several business segments. Subsidiaries Clyra Medical Technologies and Cellinity Battery raised capital in 2025, and leadership expressed optimism about 2026 opportunities in surgical products, PFAS water treatment, and battery energy storage.
BioLargo, Inc. reports a difficult 2025, with consolidated revenue of $7,765,000, down 56% from $17,779,000 in 2024, mainly because its largest private‑label odor‑control customer sharply reduced purchases.
The company recorded a net loss of $15,189,000, including a $3,886,000 credit loss expense tied to a customer’s contractual defaults that are now the subject of litigation. Operating cash use was $8,297,000, year‑end cash was $3,883,000, and working capital was $51,000, leading the auditor to highlight substantial doubt about the company’s ability to continue as a going concern.
BioLargo continues investing in cleantech platforms including its AEC PFAS water treatment system, Cellinity™ liquid sodium batteries, and Clyra Medical’s wound‑care products, supported by 34 issued patents and $2,593,000 of R&D spending in 2025, but remains heavily reliant on external equity financing that dilutes existing shareholders.
BioLargo, Inc. reported a new stock option award to its Chief Financial Officer, Charles K. Dargan. On February 1, 2026, he received an option to purchase 300,000 shares of common stock at an exercise price of $0.179 per share. The option becomes exercisable on March 1, 2026 and expires on February 1, 2036. After this grant, he beneficially owned 5,931,668 derivative securities. The filing notes this option was issued as compensation for serving as Chief Financial Officer from February 1, 2026 through January 31, 2027.
BioLargo, Inc. director and Chief Science Officer received 54,803 shares of common stock on 12/31/2025 at an acquisition price of $0.1843 per share. The shares were issued by the company in exchange for a reduction in amounts owed to the reporting person for salary and unreimbursed business expenses.
The newly issued shares are subject to a Lock-Up Agreement that restricts sales until BioLargo reports gross revenue of at least $40 million for any reported period, or its market capitalization exceeds $300 million, or there is a change in control. Following this transaction, the reporting person beneficially owns 25,806,308 shares of BioLargo common stock, including 22,139,012 shares held indirectly through a wholly owned corporation.
BioLargo, Inc. director and President received additional common stock as compensation. On 12/31/2025, the reporting person acquired 130,222 shares of BioLargo common stock at $0.1843 per share, in exchange for a reduction of salary and unreimbursed business expenses. After this transaction, the reporting person beneficially owned 10,523,625 shares of BioLargo common stock, held directly, which includes shares held through a limited liability company that the reporting person owns and controls. The newly issued shares are subject to a lock-up agreement and cannot be sold until BioLargo reports at least $40 million in gross revenue for any reported period, or its market capitalization exceeds $300 million, or there is a change in control of the company.
BioLargo, Inc. director compensation included an equity component for the most recently completed quarterly period. On 12/31/2025, the reporting person received an option to purchase 101,736 shares of common stock at an exercise price of $0.1843 per share. This option was issued in lieu of $18,750 in board fees owed, under BioLargo’s 2024 Equity Incentive Plan.
Following this grant, the reporting person beneficially owned 1,265,761 derivative securities, reported as held directly. The filing indicates the person’s role as a director and that the report is filed for a single reporting person.
BioLargo, Inc. reported that one of its directors received a new stock option grant as part of board compensation. On 12/31/2025, the director was granted an option to purchase 101,736 shares of common stock at an exercise price of $0.1843 per share. The option becomes exercisable on 12/31/2025 and expires on 12/31/2035, giving the director a 10-year window to exercise once vested. After this grant, the director beneficially owned 1,265,761 derivative securities tied to the company’s stock. The filing explains that the option was issued in lieu of $18,750 in fees owed for serving on the board for the most recently completed quarter, under BioLargo’s 2024 Equity Incentive Plan, highlighting the company’s use of equity-based compensation for its directors.
BioLargo, Inc. director reported receiving a stock option grant as compensation for board service. On 12/31/2025, the director was issued an option to purchase 81,389 shares of common stock at an exercise price of $0.1843 per share. This award was given in lieu of $15,000 in fees owed for the most recently completed quarterly period and was granted under the company’s 2024 Equity Incentive Plan. Following this grant, the director beneficially owned 2,359,510 derivative securities, all held directly.