NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 1. Business and Organization
Outlook
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of our business. As reflected in the accompanying financial statements, for the six months ended June 30, 2017 we had a net loss of $4,577,870, and used $2,048,628 cash in operations, and at June 30, 2017, had negative working capital of $3,175,349, current assets of $561,346, and an accumulated stockholders’ deficit of $96,256,129. The foregoing factors raise substantial doubt about our ability to continue as a going concern. Ultimately, our ability to continue as a going concern is dependent upon our ability to attract significant new sources of capital, attain a reasonable threshold of operating efficiencies and achieve profitable operations by licensing or otherwise commercializing products incorporating our technologies. The financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.
We have been, and anticipate that we will continue to be, limited in terms of our capital resources. Our total cash balance was $433,539 at June 30, 2017. Our cash decreased over $1,400,000 from December 31, 2016 to June 30, 2017. Although our revenues in the six months ended June
30,
2017 increased almost three-fold from the same period in 2016, they are not sufficient to fund our operations and our sales must increase substantially before they will be. At times in the past we have not had enough cash or sources of capital to pay our accounts payable and expenses as they arise, and have relied on the issuance of stock options and common stock, as well as extended payment terms with our vendors, to continue to operate. We will be required to raise substantial additional capital to expand our operations, including without limitation, hiring additional personnel, additional scientific and third-party testing, costs associated with obtaining regulatory approvals and filing additional patent applications to protect our intellectual property, and possible strategic acquisitions or alliances, as well as to meet our liabilities as they become due for the next 12 months. We continue to raise money through private securities offerings for the foreseeable future. Subsequent to June 30, 2017, we have received over $800,000 of investments (see Note 9.)
As of June 30, 2017, we had $5,805,668 in principal amounts due on various debt obligations (see Note 3). Of that amount, $
4,830,097 are convertible at our option into common stock at maturity. Additionally, as of June 30, 2017, we had $344,438 of accounts payable and accrued expenses (see Note 6).
The unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to Rule 8-03 of Regulation S-X under the Securities Act of 1933, as amended. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for annual financial statements. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. For some of our activities, we are still operating in the early stages of the sales and distribution process, and therefore our operating results for the six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017, or for any other period. These unaudited consolidated financial statements and notes should be read in conjunction with the Company’s audited financial statements and accompanying notes included in the Annual Report on
Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2017.
We operate six wholly-owned subsidiaries: BioLargo Life Technologies, Inc., organized under the laws of the State of California in 2006, Odor-No-More, Inc., organized under the laws of the State of California in 2009, BioLargo Water USA, Inc., organized under the laws of the State of California in 2013, BioLargo Water, Inc., organized under the laws of Canada in 2014, BioLargo Maritime Solutions, Inc. organized under the laws of the State of California in 2016, and BioLargo Development Corp., organized under the laws of the State of California in 2016. Additionally, we own a controlling ownership interest in Clyra Medical Technologies, Inc., organized under the laws of the State of California in 2012.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 2. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its majority owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the period reported. Actual results could differ from those estimates. Estimates are used when accounting for stock-based compensation and financing transactions, uncollectible accounts receivable, asset impairment and amortization, and taxes, among others.
The methods, estimates and judgments we use in applying these most critical accounting policies have a significant impact on the results of our financial statements.
Share-based Payments
All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values.
For stock issued to consultants and other non-employees for services, we record the expense based on the fair market value of the securities as of the date of the stock issuance. The issuance of fully vested stock warrants or options to non-employees are valued at the time of issuance utilizing the Black Scholes calculation and the amount is charged to expense. The issuance of stock warrants or options to non-employees that vest over time are revalued each reporting period until vested to determine the amount to be recorded as an expense in the respective period. As the warrants or options vest, they are valued on each vesting date and an adjustment is recorded for the difference between the value already recorded and the then current value on the date of vesting.
Warrants
The Unit Offerings of our convertible promissory note and a Series A stock purchase warrant are accounted for under the fair value and relative fair value method.
The warrant is first analyzed per its terms as to whether it has derivative features or not. If the warrant is determined to be a derivative, then it is measured at fair value using the Black Scholes Option Model, and recorded as a liability on the balance sheet. The warrant is measured again at its then current fair value at each subsequent reporting dates (it is “marked-to-market”).
If the warrant is determined to not have derivative features, it is recorded into equity at its fair value using the Black Scholes option model, however, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the convertible note.
The convertible note is recorded at its fair value, limited to a relative fair value based upon the percentage of its fair value to the total fair value including the fair value of the warrant. Further, the convertible promissory note is examined for any intrinsic beneficial conversion feature (“BCF”) which the effective convertible price of the note is less than the closing stock price on date of issuance. The adjusted BCF value is accounted for as equity.
The warrant and BCF fair values are also recorded as a discount to the convertible promissory notes. The equity features of the convertible promissory notes resulted in a discount to the convertible notes that is equal to the proceeds received.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Non-Cash Transactions
We have established a policy relative to the methodology to determine the value assigned to each intangible we acquire, and/or services or products received for non-cash consideration of our common stock. The value is based on the market price of our common stock issued as consideration, at the date of the agreement of each transaction or when the service is rendered or product is received.
Foreign Currency
The Company has designated the functional currency of Biolargo Water, Inc., our Canadian subsidiary, to be the Canadian dollar. Therefore, translation gains and losses resulting from differences in exchange rates are recorded in accumulated other comprehensive income.
Revenue Recognition
Revenues are recognized as risk and title to products transfers to the customer (which generally occurs at the time shipment is made), the sales price is fixed or determinable, and collectability is reasonably assured. We also may generate revenues from royalties and license fees from our intellectual property. Licensees typically pay a license fee in one or more installments and ongoing royalties based on their sales of products incorporating or using our licensed intellectual property. License fees are recognized over the estimated period of future benefit to the average licensee.
Government Grants
We have been awarded grants from the Canadian National Research Institute – Industrial Research Assistance Program (NRC-IRAP) and the National Science and Engineering Research Council of Canada (NSERC). The government grants received are considered other income and are included in our consolidated statements of operations. We received our first grant in 2015 and have been awarded over thirty grants totaling approximately $1,100,000. Some of the funds from these grants are given directly to third parties (such as the University of Alberta) to support research on our technology. The grants have terms generally ranging between six and eighteen months and support a majority, but not all, of the related research budget costs. This cooperative research allows us to utilize (i) a depth of resources and talent to accomplish highly skilled work, (ii) financial aid to support research and development costs, (iii) independent and credible validation of our technical claims.
The grants provide for (i) recurring monthly amounts and (ii) reimbursement of costs for research talent for which we invoice to request payment and (iii) ancillary cost reimbursement for research talent travel related costs. All awarded grants have specific requirements on how the money is spent, typically to employ researchers. None of the funds may be used for general administrative expenses or overhead in the United States. These grants have substantially increased our level of research and development activities in Canada and the development of our AOS filter. We continue to apply for Canadian government and agency grants to fund research and development activities. Not all of our grant applications have been awarded, and no assurance can be made that any pending grant application, or any future grant applications, will be awarded.
Earnings (Loss) Per Share
We report basic and diluted earnings (loss) per share (“EPS”) for common and common share equivalents. Basic EPS is computed by dividing reported earnings by the weighted average shares outstanding. Diluted EPS 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 and six months ended June 30, 2016 and 2017, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants and stock options on the Company’s net loss.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Concentrations of Credit Risk
All highly liquid investments with original maturities of three months or less or money market accounts held at financial institutions are considered to be cash. Substantially all of the cash is placed with one financial institution. At June 30, 2017 and December 31, 2016, the year the cash accounts are exposed to credit loss for amounts in excess of insured limits of $250,000 in the event of non-performance by the institution, however, it is not anticipated that there will be non-performance. At June 30, 2017 and December 31, 2016, the Company had cash balances in excess of federally insured limits in the amount of approximately $183,539 and $1,660,153, respectively.
Allowance for uncollectible receivables
Management evaluates credit quality by evaluating the exposure to individual counterparties, and, where warranted, management also considers the credit rating or financial position, operating results and/or payment history of the counterparty. Management establishes an allowance for amounts for which collection is considered doubtful. Adjustments to previous assessments are recognized in income in the period in which they are determined. At June 30, 2017, the allowance for uncollected receivables was $15,000.
Recent Accounting Pronouncements
In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing”. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (Topic 606), which we are required to apply for annual periods beginning after December 15, 2017. Although management is still evaluating the potential impact of the adoption of this standard, its preliminary analysis is that the new guidelines currently will not substantially impact our revenue presentation.
In March 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-09, Improvements to Employee Share-Based Payment Accounting, which simplifies several aspects of the accounting for share-based award transactions and adds two practical expedients for nonpublic entities. The new standards are effective for annual periods beginning after December 15, 2017. An entity that elects early adoption must adopt all the amendments in the same period. The Company is currently evaluating the impact of the pending adoption of the ASU on our consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. Although management is still evaluating the potential impact of the adoption of this standard, its preliminary analysis is that the new guidelines currently will not materially impact our balance sheet presentation.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 3. Convertible Notes Payable and Lines of Credit
|
|
DECEMBER
31, 201
6
|
|
|
JUNE
3
0
, 201
7
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
Line of credit, matures December 1, 2017
|
|
$
|
50,000
|
|
|
$
|
50,000
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable
|
|
|
|
|
|
|
|
|
One-Year Convertible notes, mature July 8, 2017
|
|
$
|
280,000
|
|
|
$
|
—
|
|
One-Year Convertible notes, mature December 30, 2017
|
|
|
280,000
|
|
|
|
280,000
|
|
Convertible notes, mature June 1, 2018*
|
|
|
—
|
|
|
|
4,550,097
|
|
Total convertible notes payable
|
|
$
|
560,000
|
|
|
$
|
4,830,097
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities:
|
|
|
|
|
|
|
|
|
Clyra Line of credit, matures March 31, 2019
|
|
$
|
—
|
|
|
$
|
250,000
|
|
|
|
|
|
|
|
|
|
|
Convertible notes payable, net of current portion
|
|
|
|
|
|
|
|
|
Convertible notes, mature June 1, 2018*
|
|
$
|
4,800,097
|
|
|
$
|
—
|
|
Convertible notes, mature September 17, 2019
|
|
|
283,571
|
|
|
|
283,571
|
|
Convertible notes, mature December 31, 2019
|
|
|
167,000
|
|
|
|
292,000
|
|
Convertible notes, mature June 20, 2020
|
|
|
—
|
|
|
|
100,000
|
|
Total convertible notes payable , net of current portion
|
|
$
|
5,250,668
|
|
|
$
|
675,571
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
5,860,668
|
|
|
$
|
5,805,668
|
|
* The convertible notes that mature June 1, 2018, were considered “long-term” liabilities as of December 31, 2016, and “current” liabilities (due within one year) as of June 30, 2017. As such, those same liabilities are in both the “long-term” and “current” liabilities section in the above table.
For the three and six months ended June 30, 2016, we recorded $478,525 and $884,850 and for the three and six months ended June 30, 2017, we recorded $1,119,273 and $2,072,829 of interest expense related to the amortization of our discount on our convertible notes payable and interest from our convertible notes and lines of credit.
Line of Credit, matures December 1, 2017
On June 6, 2016, we received $300,000 pursuant to a line of credit, accruing interest at a rate of 18% per annum, for which we have pledged our inventory and accounts receivable as collateral. The line of credit may be repaid following nine-months from the date of issuance or at the maturity date December 1, 2017.
Each investor, for no additional consideration, received a warrant to purchase our common stock. (See Note 5.) The warrant allows for the purchase of the number of common shares equal to the investment amount (e.g., one warrant share for each dollar invested).
On September 17, 2016, investors holding $250,000 of the line of credit converted their line of credit into convertible promissory notes and stock purchase warrants on the same terms and notes issued in the 2015 Unit Offering.
As of December 31, 2016, and June 30, 2017, $50,000 remains outstanding on this line of credit.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
One-Year
Convertible
N
otes, mature July 8, 2017
On July 8, 2016, we received $250,000 and issued convertible promissory notes (convertible at $0.45 per share) with a maturity date of July 8, 2017 to two accredited investors’ in the aggregate principal amount of $280,000. Interest is charged upon issuance at 3% per annum. We issued these investors stock purchase warrants to purchase an aggregate 400,000 shares of our common stock exercisable at $0.65 per share, which expire five years from the date of grant. (See Note 5.)
On January 13, 2017, the holders of these notes exercised their right to convert their notes in aggregate principal amount of $280,000 into 640,889 shares of our common stock.
One-Year Convertible Note
s
, mature December 30, 2017
On December 30, 2016, we received $250,000 and issued convertible promissory notes (convertible at $0.57 per share) with a maturity date of December 30, 2017 to two accredited investors, in the aggregate principal amount of $280,000. Interest is charged upon issuance at 3% per annum. We also issued these investors stock purchase warrants to purchase an aggregate 400,000 shares of our common stock exercisable at $0.75 per share, which expire five years from the date of grant. (See Note 5.)
Subsequent to June 30, 2017, the conversion price of these notes were reduced, and the holders exercised their right to convert the notes. (See Note 9.)
Convertible Notes, mature June 1, 2018
(2015 Unit Offering)
On January 15, 2015, we commenced a private securities offering of “units”, each Unit consisting of a convertible promissory note and Series A stock purchase warrant (“2015 Unit Offering”), which was closed on September 16, 2016. The price and availability of the Units were set forth in five “Pricing Supplements” issued from time-to-time. Each note issued is convertible into the Company’s common stock at the Unit price set forth in the particular pricing supplement, and matures June 1, 2018.
Interest due may be paid quarterly in cash or shares of common stock; all interest due thus far has been paid in shares of common stock. If paid by the issuance of common stock, interest is paid at a conversion price equal to the average closing price of the Company’s common stock over the 20 trading days prior to the interest payment due date. The principal amount of the note may be paid by the issuance of shares of common stock, or cash, upon maturity at the Company’s election. When paid in shares, the number of shares to be issued shall be calculated by dividing the principal amount invested by the Unit price, as it is established at the time of the original investment by the applicable Pricing Supplement. The notes may be converted at any time by the investor, at maturity by the Company, or by the Company prior to maturity, so long as all of the following conditions are met: (i) the shares issued as payment are registered with the SEC, (ii) the Company’s common stock closes for ten consecutive trading days at or above three times the Unit price. On June 15, 2017, a registration statement registering the shares issuable upon conversion was deemed effective by the SEC.
Each investor, for no additional consideration, received a Series A stock purchase warrant. (See Note 5).
As of June 30, 2017, the outstanding balance for notes issued in the 2015 Unit Offering, maturing June 1, 2018 is as follows:
Unit/
Conversion
Price
|
|
|
Warrant
Exercise Price
|
|
|
Aggregate
|
|
$
|
0.25
|
|
|
$
|
0.40
|
|
|
$
|
1,652,384
|
|
$
|
0.35
|
|
|
$
|
0.45
|
|
|
|
1,751,046
|
|
$
|
0.55
|
|
|
$
|
0.70
|
|
|
|
1,146,667
|
|
|
|
|
|
|
|
|
|
$
|
4,550,097
|
|
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
During the six months ended June 30, 2017, investors elected to convert an aggregate $250,000 principal amount promissory notes issued in our 2015 Unit Offering and accrued interest into 406,789 shares of our common stock.
During the six months ended June 30, 2016, we received $535,000, and issued unsecured convertible promissory notes with maturity dates of June 1, 2018, which accrue interest at the rate of 12% per annum.
Clyra Line of Credit, matures March 31, 2019
On March 31, 2017, our subsidiary Clyra Medical Technologies, Inc., of which we hold 54% of the outstanding stock, obtained a $250,000 line of credit from Sanatio Capital LLC, accruing interest at a rate of 10% per annum and a 5% original issue discount. The line of credit may be repaid at the maturity date March 31, 2019. Clyra received $175,000 of the line of credit in the three months ended March 31, 2017. Subsequent to March 31, 2017, Clyra received the remaining $75,000. Subsequent to June 30, 2017, Sanatio and Clyra agreed to convert the line of credit to equity at the same price as offered to Clyra investors. (See Note 9).
Convertible Notes, mature September 17, 2019
On September 17, 2016, investors in the line of credit (see “Line of Credit, matures December 1, 2017,” above), converted an aggregate principal amount of $250,000 plus accrued interest of $33,571 promissory notes convertible at 55 cents per share. Other than the maturity date of September 17, 2019, these notes contain the same terms as the notes issued in the 2015 Unit Offering. Our common stock closed at $0.70 on September 17, 2016. In addition to the convertible promissory note, the investors received a Series A stock purchase warrant to purchase an aggregate 515,583 shares of our common stock at an exercise price of $0.70 per share. (See Note 5.)
Convertible Notes, mature December 31, 2019 (Winter 2016 Unit Offering)
On December 27, 2016, we commenced a private securities offering (titled the “Winter 2016 Unit Offering”) which offered the sale of $600,000 of “Units,” each Unit consisting of a convertible promissory note and stock purchase warrant. The promissory notes issued to investors were convertible at $0.57 cents per share, a discount to the market price of our stock on that date of $0.86, mature December 31, 2019, and bear interest at the rate of 12% per annum on the amount invested. Any interest due will be paid quarterly in arrears in cash or shares of common stock. If paid by the issuance of common stock, interest is paid at a conversion price equal to the average closing price of the Company’s common stock over the 20 trading days prior to the interest payment due date. The principal amount of the note may be paid by the issuance of shares of common stock, or cash, upon maturity at the Company’s election.
When paid in shares, the number of shares to be issued shall be calculated by dividing the principal amount invested by the $0.57 conversion price. Promissory notes may be converted at any time by the investor, at maturity by the Company, or by the Company prior to maturity, so long as the following conditions are met: (i) the Shares issued as payment are registered with the SEC; and (ii) the Company’s common stock closes for ten consecutive trading days at or above three times the Unit price. In addition to the convertible promissory note, each investor received a warrant allowing for the purchase of the number of shares of BioLargo common stock equal to the investment amount divided by $0.57 (e.g., one warrant share for each share of common stock which the investor is eligible to receive through conversion of his original convertible note). The exercise price of the warrant is $0.70 per share of common stock and expire on December 31, 2021 (see Note 5). The Company may “call” the warrants, requiring the investor to exercise their warrants within 30 days or forever lose the rights to do so, only if the following conditions have been met: (i) the underlying Shares are registered with the SEC and (ii) the Company’s common stock closes for 10 consecutive trading days at or above two times the exercise price. The shares underlying the warrants contain “piggy back” registration rights for any registrations subsequent to the Form S-1 filed January 24, 2017.
Subsequent to December 31, 2016, and prior to the offering’s termination on January 13, 2017, we received $125,000 in investments from three accredited investors, and issued warrants to purchase 219,298 shares of our common stock. From inception of the offering through its termination, we received $292,000 from six investors, issued convertible notes in the aggregate of $292,000, and issued warrants to purchase 512,281 shares of our common stock.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Convertible Notes, mature
June 20, 2020 (Summer 2017 Unit Offering)
On May 24, 2017, we commenced a private securities offering (titled the “Summer 2017 Unit Offering”) which offered the sale of $1,500,000 of “Units,” each Unit consisting of a convertible promissory note and stock purchase warrant. The promissory notes issued to investors are convertible at $0.42 cents per share, mature June 20, 2020, and bear interest at the rate of 12% per annum on the amount invested. Any interest due will be paid quarterly in arrears in cash or shares of common stock. If paid by the issuance of common stock, interest is paid at a conversion price equal to the average closing price of the Company’s common stock over the 20 trading days prior to the interest payment due date. The principal amount of the note may be paid by the issuance of shares of common stock, or cash, upon maturity at the Company’s election.
When paid in shares, the number of shares to be issued shall be calculated by dividing the principal amount invested by the $0.42 conversion price. Promissory notes may be converted at any time by the investor, at maturity by the Company, or by the Company prior to maturity, so long as the following conditions are met: (i) the Shares issued as payment are registered with the SEC; and (ii) the Company’s common stock closes for ten consecutive trading days at or above three times the Unit price. In addition to the convertible promissory note, each investor received a warrant allowing for the purchase of the number of shares of BioLargo common stock equal to the investment amount divided by $0.42 (e.g., one warrant share for each share of common stock which the investor is eligible to receive through conversion of his original convertible note). The exercise price of the warrant is $0.65 per share of common stock and expire on June 20, 2022 (see Note 5). The Company may “call” the warrants, requiring the investor to exercise their warrants within 30 days or forever lose the rights to do so, only if the following conditions have been met: (i) the underlying Shares are registered with the SEC and (ii) the Company’s common stock closes for 10 consecutive trading days at or above two times the exercise price.
Note 4. Share-Based Compensation
Common Stock
On May 2, 2017, pursuant to an employment agreement with the Company’s president, Dennis Calvert (see Note 9, “Calvert Employment Agreement”), we issued Mr. Calvert 1,500,000 shares of common stock. The shares are subject to a “lock-up agreement” whereby the shares remain unvested unless and until the earlier of (i) a sale of the Company, (ii) the successful commercialization of the Company’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology, and (iii) the Company’s breach of the employment agreement resulting in his termination. The Company will expense the fair value of the stock if and when it is probable that any of the conditions above are met.
Stock options
During the three and six months ended June 30, 2016, we recorded an aggregate $189,601 and $491,440, and during the three and six months ended June 30, 2017, we recorded an aggregate $235,671 and $515,959, in selling, general and administrative expense related to the issuance of stock options. We issued options through our 2007 Equity Incentive Plan and outside of our 2007 Equity Incentive Plan.
2007 Equity Incentive Plan
On August 7, 2007, and as amended April 29, 2011, our Board of Directors adopted the BioLargo, Inc. 2007 Equity Incentive Plan (“2007 Plan”) as a means of providing our directors, key employees and consultants additional incentive to provide services. Both stock options and stock grants may be made under this plan. The Board’s Compensation Committee administers this plan. The plan allows grants of common shares or options to purchase common shares. As plan administrator, the Compensation Committee has sole discretion to set the price of the options. The Compensation Committee may at any time amend or terminate the plan.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On June 19, 2017, the date of our annual stockholders’ meeting, we recorded the issuance of options to purchase an aggregate 40,000 shares of our common stock to the non-employee members of our Board of Directors, pursuant to the terms of the 2007 Equity Plan which calls for an annual automatic issuance. The exercise price of $0.43 equals the price of our common stock on the grant date. The fair value of these options totaled $15,600 and was recorded as selling, general and administrative expense.
On February 10, 2017, we extended our engagement agreement with our Chief Financial Officer. The sole consideration for the one-year extension was the issuance of an option to purchase 300,000 shares of our common stock, at an exercise price of $0.69 per share which was equal to the closing price of our common stock on the date of grant. The option expires February 10, 2027, and vests over the term of the engagement with 125,000 shares having vested as of February 10, 2017, and the remaining shares to vest 25,000 shares monthly beginning March 1, 2017, and each month thereafter, so long as his agreement is in full force and effect. The fair value of the option totaled $207,000, and during the three and six months ended June 30, 2017, we recorded $51,750 and $155,250 of selling, general and administrative expense on our statement of operations. The balance will vest monthly through September
30, 2017.
On June 20, 2016, we recorded the issuance of options to purchase an aggregate 40,000 shares of our common stock to the non-employee members of our Board of Directors, pursuant to the terms of the 2007 Equity Plan which calls for an annual automatic issuance. The exercise price of $0.45 equals the price of our common stock on the grant date. The fair value of these options totaled $18,000 and was recorded as selling, general and administrative expense.
On March 21, 2016, our Board of Directors extended by five years the expiration of options to purchase 307,777 shares of our common stock issued to our Board of Directors and vendors in March 2011. The options were originally issued in exchange for unpaid obligations and now expire on March 21, 2021. The weighted-average fair value of the options resulted in additional $119,971 of selling, general and administrative expenses.
Activity for our stock options under the 2007 Plan for the six-months ended June 30, 2016 and 2017 is as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
Balance, June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Options
|
|
|
Shares
|
|
|
Exercise
|
|
|
Price per
|
|
|
|
Outstanding
|
|
|
Available
|
|
|
Price per share
|
|
|
share
|
|
Balances as of December 31, 2015
|
|
|
10,241,086
|
|
|
|
1,758,914
|
|
|
$0.23
|
–
|
1.89
|
|
|
$
|
0.44
|
|
Granted
|
|
|
40,000
|
|
|
|
(40,000
|
)
|
|
|
0.45
|
|
|
|
|
0.45
|
|
Expired
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
Balance, June 30, 2016
|
|
|
10,281,086
|
|
|
|
1,718,914
|
|
|
$0.23
|
–
|
1.89
|
|
|
$
|
0.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Balance, June 30, 2017:
|
|
Options
|
|
|
Shares
|
|
|
Exercise
|
|
|
Price per
|
|
|
|
Outstanding
|
|
|
Available
|
|
|
Price per share
|
|
|
share
|
|
Balances as of December 31, 2016
|
|
|
9,916,586
|
|
|
|
1,981,414
|
|
|
$0.23
|
–
|
1.89
|
|
|
$
|
0.44
|
|
Granted
|
|
|
340,000
|
|
|
|
(340,000
|
)
|
|
0.39
|
–
|
0.69
|
|
|
|
0.65
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
Balance, June 30, 2017
|
|
|
10,256,586
|
|
|
|
1,641,414
|
|
|
$0.23
|
–
|
1.89
|
|
|
$
|
0.44
|
|
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Options issued Outside of the 2007 Equity Incentive Plan
During the three and six-months ended June 30, 2017, we issued options to purchase 237,353 and 820,879 shares of our common stock at exercise prices ranging between $0.43 – $0.67 per share to vendors and to members of our board of directors. The fair value of the options issued during the three and six months ended June 30, 2017, totaled $120,311 and $277,074 and is recorded as selling, general and administrative expenses.
On May 2, 2017, pursuant to his employment agreement, we granted to Mr. Calvert, an option (the “Option”) to purchase 3,731,322 shares of the Company’s common stock. The Option shall be a non-qualified stock option, exercisable at $0.45 per share, which represents the market price of the Company’s common stock as of the date of the agreement, exercisable for ten years from the date of grant and vesting in equal increments on the anniversary of the agreement for five years. Notwithstanding the foregoing, any portion of the Option which has not yet vested shall be immediately vested in the event of, and prior to, a change of control, as defined in the Calvert Employment Agreement. The Option contains the other terms standard in option agreements issued by the Company, including provisions for a cashless exercise. The fair value of this option totaled $1,679,095 and will be amortized monthly through May 2, 2022. During the three months ended June 30, 2017, we recorded $27,985 of selling, general and administrative expense.
During the three and six months ended June 30, 2016, we issued options to purchase 220,554 and 484,077 shares of our common stock at exercise prices ranging between $0.33 – $0.45 per share to vendors and to members of our board of directors. During the three and six months ended June 30, 2016, the fair value of these options totaled $96,196 and $183,159 and is recorded as selling, general and administrative expenses.
The fair value of the options issued prior to 2016 that vested during the three and six-months ended June 30, 2016, was $75,405 and $170,310, and during the three and six months ended June 30, 2017, was $20,025 and $40,050.
Exercise of Stock Option
On April 30, 2017, the Company’s president, Dennis Calvert, delivered a notice of exercise of 3,866,630 shares pursuant to his stock option agreement dated April 30, 2007. The exercise price was $0.18 per share, and the Company issued 2,501,937 shares, calculated by multiplying the difference between the market price of $0.51 and the exercise price of $0.18 with the number of shares exercised, and dividing that amount by the market price. No cash consideration was tendered with respect to the exercise. The remaining 3,866,629 shares available for purchase under the option agreement expired unexercised.
Pursuant to a “lock-up agreement” dated April 30, 2017, Mr. Calvert agreed to restrict the sales of the shares received until the earlier of (i) the consummation of a sale (in a single transaction or in a series of related transactions) of the Company by means of a sale of (a) a majority of the then outstanding common stock (whether by merger, consolidation, sale or transfer of common stock, reorganization, recapitalization or otherwise) or (b) all or substantially all of its assets; and (ii) the successful commercialization of the Company’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology; and (iii) the Company’s breach of the employment agreement between the Company and Calvert dated May 2, 2017 and resulting in Calvert’s termination.
Activity of our stock options issued outside of the 2007 Plan for the six-months ended June 30, 2016 and 2017 is as follows:
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
Balance, June 30, 2016:
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
Options
|
|
|
Exercise
|
|
|
Price per
|
|
|
|
Outstanding
|
|
|
Price per share
|
|
|
share
|
|
Balance, December 31, 2015
|
|
|
19,394,975
|
|
|
$0.18
|
–
|
1.00
|
|
|
$
|
0.40
|
|
Granted
|
|
|
484,077
|
|
|
0.33
|
–
|
0.45
|
|
|
|
0.38
|
|
Exercised
|
|
|
(60,000
|
)
|
|
|
0.25
|
|
|
|
|
0.25
|
|
Balance, June 30, 2016
|
|
|
19,819,052
|
|
|
$0.18
|
–
|
1.00
|
|
|
$
|
0.41
|
|
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
|
|
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
Balance, June 30, 2017:
|
|
Options
|
|
|
Exercise
|
|
|
Price per
|
|
|
|
Outstanding
|
|
|
Price per share
|
|
|
share
|
|
Balance, December 31, 2016
|
|
|
20,148,766
|
|
|
$0.18
|
–
|
1.00
|
|
|
$
|
0.43
|
|
Granted
|
|
|
4,552,201
|
|
|
0.43
|
–
|
0.67
|
|
|
$
|
0.47
|
|
Expired
|
|
|
(3,866,629
|
)
|
|
|
0.18
|
|
|
|
|
0.18
|
|
Exercised
|
|
|
(3,866,630
|
)
|
|
|
0.18
|
|
|
|
|
0.18
|
|
Balance, June 30, 2017
|
|
|
16,967,708
|
|
|
$0.18
|
–
|
1.00
|
|
|
$
|
0.41
|
|
We recognize employee compensation expense for stock option awards on a straight-line basis over the applicable service period of the award, which is the vesting period. Share-based compensation expense is based on the grant date fair value estimated using the Black-Scholes Option Pricing Model. The following methodology and assumptions were used to calculate share based compensation for the six-months ended June 30:
|
|
2016
|
|
|
2017
|
|
|
|
Non
Plan
|
|
|
2007 Plan
|
|
|
Non
Plan
|
|
|
2007
Plan
|
|
Risk free interest rate
|
|
1.77
|
–
|
1.91%
|
|
|
1.26
|
–
|
1.36%
|
|
|
2.29
|
–
|
2.40%
|
|
|
2.31
|
–
|
2.40%
|
|
Expected volatility
|
|
641
|
–
|
645%
|
|
|
311
|
–
|
315%
|
|
|
578
|
–
|
601%
|
|
|
578
|
–
|
601%
|
|
Expected dividend yield
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Forfeiture rate
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
|
—
|
|
|
Expected life in years
|
|
|
7
|
|
|
|
|
5
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
Expected price volatility is the measure by which our stock price is expected to fluctuate during the expected term of an option. Expected volatility is derived from the historical daily change in the market price of our common stock, as we believe that historical volatility is the best indicator of future volatility.
The risk-free interest rate used in the Black-Scholes calculation is based on the prevailing U.S Treasury yield as determined by the U.S. Federal Reserve. We have never paid any cash dividends on our common stock and do not anticipate paying cash dividends on our common stock in the foreseeable future.
Historically, we have not had significant forfeitures of unvested stock options granted to employees and Directors. A significant number of our stock option grants are fully vested at issuance or have short vesting provisions. Therefore, we have estimated the forfeiture rate of our outstanding stock options as zero.
Note 5. Warrants
We recorded $668,257 and $1,723,396 of interest expense related to the amortization of the discount on convertible notes, line of credit, deferred financing fees and for the extension of warrants set to expire during the six-months ended June 30, 2016 and 2017, respectively.
Warrants Issued Concurrently with
the Summer 2017
Unit Offering
During the three months ended June 30, 2017, pursuant to the terms of our Summer 2017 Unit Offering (see Note 3), we issued warrants to purchase up to an aggregate 238,096 shares of our common stock at an exercise price of $0.65 per share. These warrants expire June 20, 2022. The relative fair value of these warrants resulted in $125,000 recorded as a discount on our convertible notes.
Warrants Issued Concurrently with
the
Winter 2016 Unit Offering
During the three months ended March 31, 2017, pursuant to the terms of our Winter 2016 Unit Offering (see Note 3), we issued warrants to purchase up to an aggregate 219,298 shares of our common stock at an exercise price of $0.70 per share. These warrants expire December 31, 2021. The relative fair value of these warrants resulted in $125,000 recorded as a discount on our convertible notes.
The Winter 2016 Unit Offering closed January 13, 2017, and in total we issued warrants to purchase up to an aggregate 512,281 shares of our common stock at an exercise price of $0.70 per share.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Warran
ts Issued Concurrently with One-
Year Convertible Notes
On July 8, 2016, we issued warrants to purchase an aggregate 400,000 shares of our common stock. These warrants are initially exercisable at $0.65 per share and expire July 8, 2021. The fair value of warrants issued resulted in $160,000 discount on the one-year convertible note. The exercise price of the stock purchase warrant may be adjusted downward in the event we sell our common stock or issue warrants at a lower price, other than through our 2015 Unit Offering. On May 24, 2017, we initiated the Summer 2017 Unit Offering offering promissory notes convertible at $0.42 per share (see Note 3). Since these securities were sold at less than the exercise price of the July 8, 2016 warrants, the exercise price of the warrants were decreased from 65 to 42 cents per share, and the number of shares issuable under the warrant increased by 219,048 shares to a total of 619,048 shares. The warrants do not qualify for equity classification, therefore we recognize the warrants as a derivative liability. As a result, we are required to calculate the fair value at each reporting period and record the change.
On December 30, 2016 we issued warrants to purchase an aggregate 400,000 shares of our common stock. These warrants are initially exercisable at $0.75 per share and expire December 30, 2021. The stock price on the date of grant was $0.83. The fair value of warrants issued resulted in $280,000 discount on the one-year convertible note. The exercise price of the stock purchase warrant may be adjusted downward in the event we sell our common stock or issue warrants at a lower price, other than through our 2015 Unit Offering. On May 24, 2017, we initiated the Summer 2017 Unit Offering offering promissory notes convertible at $0.42 per share (see Note 3). Since these securities were sold at less than the exercise price of the December 30, 2016 warrants, the exercise price of the warrants were decreased from 75 to 42 cents per share, and the number of shares issuable under the warrant increased by 314,285 shares to a total of 714,285 shares. The warrants do not qualify for equity classification, therefore we recognize the warrants as a derivative liability. As a result, we are required to calculate the fair value at each reporting period and record the change.
The fair value of these warrants on June 30, 2017, totaled $570,595 and is recorded as a derivative liability on our balance sheet. The change in fair value for the three and six months ended June 30, 2017, resulted in other income of $56,352 and $321,872, respectively, recorded on our statement of operations. For the additional warrants issued when the exercise price decreased, we recognized $228,000 of additional interest expense.
2015 Unit Offering Warrants
During the six-months ended June 30, 2016, pursuant to the terms of our 2015 Unit Offering (see Note 3), we issued warrants to purchase up to an aggregate 1,528,571 shares of our common stock at an exercise price of $0.45 per share. These warrants were issued to investors and as commissions, and are set to expire June 1, 2020.
During the six-months ended June 30, 2016, the intrinsic and relative fair value of these warrants resulted in $535,000, respectively, recorded as a discount on our convertible notes on our consolidated balance sheets.
Warrants Issued
C
oncurrently with
Line of Credit
During the six-months ended June 30, 2016 we issued warrants to purchase an aggregate 300,000 shares of our common stock. These warrants are exercisable at $0.35 per share and expire June 2021.
The relative fair value of warrants issued resulted in $237,405 discount on the line of credit.
Exercise of Warrants
During the six months ended June 30, 2017, we issued 510,000 shares of our common stock and in exchange we received proceeds totaling $153,000 from the exercise of our outstanding stock purchase warrants. Of the warrants exercised, 370,000 shares were exercised at $0.30 per share and 140,000 shares were exercised at $0.25 per share. No warrants were exercised in the six months ended June 30, 2016.
We have certain warrants outstanding to purchase our common stock, at various prices, as summarized in the following tables:
Balance, June 30, 2016
|
|
Number of
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Price Range
|
|
Outstanding as of December 31, 2015
|
|
|
13,779,438
|
|
|
$0.125
|
–
|
1.00
|
|
Issued
|
|
|
1,828,571
|
|
|
|
0.45
|
|
|
Expired
|
|
|
(183,545
|
)
|
|
|
0.55
|
|
|
Outstanding as of June 30, 2016
|
|
|
15,424,464
|
|
|
$0.125
|
–
|
1.00
|
|
Balance, June 30, 201
7
|
|
Number of
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Price Range
|
|
Outstanding as of December 31, 2016
|
|
|
20,035,114
|
|
|
$0.125
|
–
|
1.00
|
|
Issued
|
|
|
990,727
|
|
|
0.42
|
–
|
0.70
|
|
Exercised
|
|
|
(510,000
|
)
|
|
0.25
|
–
|
0.30
|
|
Expired
|
|
|
—
|
|
|
|
—
|
|
|
Outstanding as of June 30, 2017
|
|
|
20,515,841
|
|
|
$0.125
|
–
|
1.00
|
|
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
The fair value of each award grant is estimated on the date of grant using the Black-Scholes option-pricing model. The determination of expense of warrants issued for services or settlement also uses the option-pricing model. The principal assumptions we used in applying this model were as follows for the six-months ended June 30:
|
|
2016
|
|
|
2017
|
|
Risk free interest rate
|
|
1.26
|
–
|
1.36%
|
|
|
1.83
|
–
|
1.93%
|
|
Expected volatility
|
|
311
|
–
|
315%
|
|
|
293
|
–
|
297%
|
|
Expected dividend yield
|
|
|
—
|
|
|
|
|
—
|
|
|
Forfeiture rate
|
|
|
—
|
|
|
|
|
—
|
|
|
Expected life in years
|
|
|
5
|
|
|
|
|
5
|
|
|
The risk-free interest rate is based on U.S Treasury yields in effect at the time of grant. Expected volatilities are based on historical volatility of our common stock.
Note 6. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses included the following:
|
|
December 31,
|
|
|
June 30
,
|
|
|
|
2016
|
|
|
2017
|
|
Accounts payable and accrued expenses
|
|
$
|
22,231
|
|
|
$
|
158,690
|
|
Payroll tax liability
|
|
|
137,500
|
|
|
|
137,500
|
|
Accrued officer bonus
|
|
|
80,000
|
|
|
|
—
|
|
Accrued interest
|
|
|
40,372
|
|
|
|
48,248
|
|
Total accounts payable and accrued expenses
|
|
$
|
280,103
|
|
|
$
|
344,438
|
|
The payroll tax liability is the Company’s estimate of payroll taxes due on the past services of independent contractors. The Company is currently attempting to reduce the liability to approximately $5,000 through the IRS Voluntary Classification Settlement Program.
On September 27, 2016, the board approved a $60,000 bonus for each of our Chief Executive and Chief Science Officers, $20,000 of which was paid to each in 2016. Each were paid the remaining $40,000 in January 2017.
During the six months ended June 30, 2016 and 2017, we issued 746,943 and 1,807,829 shares of common stock in lieu of fees for services provided by vendors, consultants and an officer, resulting in a grant date fair value of $275,232 and $168,022, respectively, and recorded in selling, general and administrative expense.
During the six months ended June 30, 2016 and 2017 we issued 546,157 and 683,875 shares of common stock resulting in a grant date fair value of $213,875 and $337,246, respectively. The shares were issued to settle our accrued interest liability, which is recorded as interest expense in our consolidated statements of operations.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 7
. Noncontrolling Interest
In May 2012, we formed a subsidiary for the purpose of marketing and selling medical products containing our technology, Clyra Medical Technology, Inc. (“Clyra”). Until December 17, 2012, this subsidiary was wholly-owned, with 7,500 shares issued to BioLargo, Inc. On December 17, 2012, Clyra issued 1,500 shares of Clyra common stock to a three-member management team, one-third of which vested immediately, and the remaining over time. The shares granted to the three executives are restricted from transfer until a sale of the company, whether by means of a sale of its stock or substantially all of its assets, or otherwise by agreement of Clyra, BioLargo and the executives.
On December 30, 2015, Clyra sold 9,830 shares of its Series A Preferred Stock (“Preferred Shares”) to Sanatio Capital, LLC (“Sanatio”) for $750,000. This sale was made in reliance on the exemption from registration contained in Section 4(2) of the Securities Exchange Act and Regulation D promulgated thereunder as not involving a public offering of securities. As a result of the sale, Sanatio owned 40% of Clyra’s issued and outstanding shares, BioLargo owned 54%, and the remainder is owned by management. Concurrent with the sale of the Preferred Shares, the shareholders entered into a shareholders’ agreement that provides for a three member board of directors, consisting of the company’s president, a person appointed by BioLargo, and a person appointed by Sanatio.
As set forth in Clyra’s Amended and Restated Articles of Incorporation, Preferred Shares accrue an annual dividend of 8% for a period of five years. Although the dividends began to accrue immediately, Clyra has no obligation to declare a dividend until a product of the company has received a premarket approval by the United States Federal Drug Administration (“FDA”), or for which a premarket notification pursuant to form 510(k) has been submitted and for which the FDA has given written clearance to market the product in the United States (either, “FDA Approval”). After FDA Approval, annually on December 20, and unless prohibited by California law governing distributions to shareholders, Clyra is required to declare and pay any accruing dividends to holders of Preferred Shares then accrued but unpaid. Management classifies the Preferred Shares dividend as a medium probability of occurring and as of June 30, 2017 the Preferred Shares dividend has an accrued and undeclared balance of $90,000.
Holders of Preferred Shares are entitled to preferential payments in the event of a liquidation, dissolution or winding up of the company, in an amount equal to any accrued and unpaid dividends. After such preference, any remaining assets are distributed pro-rata between holders of Clyra common stock and Preferred Shares as if the Preferred Shares had converted to Clyra common stock. Holders of Preferred Shares may convert the shares to Clyra common stock initially on a one-to-one basis. The conversion formula is subject to change in the event Clyra sells stock at a lower price than the price paid by Sanatio.
In addition to the foregoing, Clyra entered into a consulting agreement with Beach House Consulting, LLC, through which Jack B. Strommen will be providing consulting services to the company. Mr. Strommen is the founder of Beach House Consulting, LLC. Mr. Strommen will be assisting the company in its sales and marketing activities once it has FDA Approval on a product, at which point the agreement provides that Mr. Strommen is to receive $23,438 per month for a period of four years. As of June 30, 2017, the Company has not presented any products to the FDA for FDA approval.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
From inception, Clyra has generated no revenues and the financial impact of Clyra’s operations for the three and six months ended June 30, 2017, resulted in a net loss of $387,490 and $524,572.
Note 8. Commitments and Contingencies.
Calvert Employment Agreement
On May 2, 2017, BioLargo, Inc. (the “Company”) and its President and Chief Executive Officer Dennis P. Calvert entered into an employment agreement (the “Calvert Employment Agreement”), replacing in its entirety the previous employment agreement with Mr. Calvert dated April 30, 2007.
The Calvert Employment Agreement provides that Mr. Calvert will continue to serve as the President and Chief Executive Officer of the Company and receive base compensation equal to his current rate of pay of $288,603 annually. In addition to this base compensation, the agreement provides that he is eligible to participate in incentive plans, stock option plans, and similar arrangements as determined by the Company’s Board of Directors, health insurance premium payments for himself and his immediate family, a car allowance of $800 per month, paid vacation of four weeks per year, and bonuses in such amount as the Compensation Committee may determine from time to time.
The Calvert Employment Agreement provides that Mr. Calvert will be granted an option (the “Option”) to purchase 3,731,322 shares of the Company’s common stock. The Option shall be a non-qualified stock option, exercisable at $0.45 per share, which represents the market price of the Company’s common stock as of the date of the agreement, exercisable for ten years from the date of grant and vesting in equal increments over five years. Notwithstanding the foregoing, any portion of the Option which has not yet vested shall be immediately vested in the event of, and prior to, a change of control, as defined in the Calvert Employment Agreement. The agreement also provides for a grant of 1,500,000 shares of common stock, subject to the execution of a “lock-up agreement” whereby the shares remain unvested unless and until the earlier of (i) a sale of the Company, (ii) the successful commercialization of the Company’s products or technologies as demonstrated by its receipt of at least $3,000,000 in cash, or the recognition of $3,000,000 in revenue, over a 12-month period from the sale of products and/or the license of technology, and (iii) the Company’s breach of the employment agreement resulting in his termination. The Option contains the other terms standard in option agreements issued by the Company, including provisions for a cashless exercise.
The Calvert Employment Agreement has a term of five years, unless earlier terminated in accordance with its terms. The Calvert Employment Agreement provides that Mr. Calvert’s employment may be terminated by the Company due to his death or disability, for cause, or upon a merger, acquisition, bankruptcy or dissolution of the Company. “Disability” as used in the Calvert Employment Agreement means physical or mental incapacity or illness rendering Mr. Calvert unable to perform his duties on a long-term basis (i) as evidenced by his failure or inability to perform his duties for a total of 120 days in any 360-day period, or (ii) as determined by an independent and licensed physician whom Company selects, or (iii) as determined without recourse by the Company’s disability insurance carrier. “Cause” means that Mr. Calvert has (i) engaged in willful misconduct in connection with the Company’s business; or (ii) been convicted of, or plead guilty or
nolo contendre
in connection with, fraud or any crime that constitutes a felony or that involves moral turpitude or theft. If Mr. Calvert’s employment is terminated due to merger or acquisition, then he will be eligible to receive the greater of (i) one year’s compensation plus an additional one half year for each year of service since the effective date of the employment agreement or (ii) one year’s compensation plus an additional one half year for each year remaining in the term of the agreement. Otherwise, he is only entitled to receive compensation due through the date of termination.
The Calvert Employment Agreement requires Mr. Calvert to keep certain information confidential, not to solicit customers or employees of the Company or interfere with any business relationship of the Company, and to assign all inventions made or created during the term of the Calvert Employment Agreement as “work made for hire”.
BIOLARGO, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
Note 9. Subsequent Events.
Management has evaluated subsequent events through the date of the filing of this Quarterly Report and management noted the following for disclosure.
One-Year Convertible Notes
, mature July 18, 2018
On July 18, 2017, we received $250,000 and issued convertible promissory notes (convertible at $0.42 per share) with a maturity date of July 18, 2018 to two accredited investors in the aggregate principal amount of $280,000. Interest is charged upon issuance at 3% per annum. We issued the investors stock purchase warrants to purchase an aggregate 400,000 shares exercisable at $0.65 per share, which expire July 18, 2023. The exercise price of the stock purchase warrant may be adjusted downward in the event we sell our common stock or issue warrants at a lower price, other than securities issued through out Summer 2017 Unit Offering, for the payment of interest on promissory notes, for convertible notes, and warrants issued to the two investors. In the event we register the shares underlying the notes, under certain conditions we may call the warrants and require they be exercised or forfeited.
O
ne-Year Convertible Note
s
, mature December 30, 2017
The promissory notes issued on December 30, 2016 convertible at $0.57 per share contain a provision that allows the investor to convert its note to the terms of a note subsequently issued by the company under more favorable terms. On July 18, 2017, we issued notes under similar terms as the December 30, 2016 notes, convertible at $0.42 per share, and provided notice to the investors of the reduction in the conversion price of the two notes issued December 30, 2016, to $0.42 per share.
On July 20, 2017, the holders of these notes exercised their right to convert their notes in aggregate principal amount of $280,000 into 686,667 shares of our common stock.
Two-Year Convertible Note
On July 20, 2017, the company accepted $400,000 and issued a promissory note with a 10% original issue discount in the principal amount of $440,000, due in two years, that accrues interest at 12% paid quarterly. The note is convertible, at the holder’s option, into either BioLargo common shares at $0.42 per share, 2,000 shares of Clyra Medical Technologies common stock held by BioLargo, or any combination thereof. At maturity, the note automatically converts into shares of BioLargo common stock at $0.42 per share, unless otherwise instructed by the holder. Interest may be paid in cash, common stock, or options to purchase common stock, at the holder’s option.
Clyra
Medical Technologies, Inc.
On August 4, 2017, Clyra commenced a private securities offering of its common shares at a price of $160 per share, and accepted $1,000,000 in subscriptions. It issued 6,250 shares of its common stock to two investors. Of that amount, BioLargo invested $250,000 and was issued 1,562.5 shares.
On July 22, 2017, Sanatio Capital LLC and Clyra agreed to convert the $250,000 line of credit held by Sanatio to common shares at a price per share equal to that offered to investors in the Clyra offering. As of the date of conversion, the outstanding amount due on the line of credit was $270,400. Once the offering price was established, Sanatio was issued 1,690 shares of Clyra common stock at $160 per share.
Subsequent to the issuance of shares to investors in the offering and to Sanatio, BioLargo owns 15,298 shares of Clyra common stock. These shares comprise 46.33% of the voting stock at Clyra. Two members of BioLargo’s board of directors (Dennis P. Calvert and Jack B. Strommen) are two of the three members of Clyra’s board of directors.
Summer 2017 Unit Offering
Subsequent to June 30, 2017, we accepted investments for our Summer 2017 Unit Offering (see Note 3) in the aggregate amount of $182,200 from five accredited investors, and issued convertible promissory notes in the face amount of the investments that mature June 20, 2020. We also issued warrants to these investors to purchase an aggregate 433,810 shares.