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): August 4,
2020
BioLargo, Inc.
(Exact name of registrant as specified in its charter)
Delaware
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000-19709
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65-0159115
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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14921 Chestnut St., Westminster, California
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92683
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(Address of principal executive offices)
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(Zip Code)
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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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e-4(c))
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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BLGO
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OTCQB
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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. |
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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 3.02
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Unregistered Sales of Equity Securities
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During the year ended December 31, 2019, BioLargo, Inc. (the
“Company” or “we”) raised $4,223,000 through the issuance of
convertible promissory notes. As of December 31, 2019, we
had $4,657,000 of these notes outstanding. As of July 31, 2020, we
converted $3,137,000 principal amount to equity, leaving a balance
of $1,520,000. We intend to convert an additional $414,000 of these
notes over the next 45 days, leaving a balance of $1,106,000, as
described in more detail below.
Of the amount of convertible debt outstanding at December 31, 2019,
$3,112,000 was outstanding on twelve-month OID notes issued June,
2019 through September, 2019 (see Form 10-K filed March 31, 2020,
Note 4, subheading Convertible Twelve-month OID Notes). Each
twelve-month OID note allows the Company to either pay the note at
maturity with cash, or redeem it by issuing shares of common stock
at a conversion price equal to the lower of $0.17 and 70% of the
lowest daily volume weighted average price of the Company’s common
stock during the 25 trading days preceding the conversion date. As
these notes have matured, we have chosen to redeem the notes
through the issuance of shares of our common stock, the first such
conversion occurring on June 7, 2020. On July 22, 2020, the
aggregate shares of common stock issued for conversion of
twelve-month OID notes exceeded 5% of the 179,191,783 common shares
outstanding as reported on Form 10-Q filed May 19, 2020. As of
July 31, 2020, we have issued 25,570,106 shares of our
common stock in payment of $2,698,000 principal, and $121,000
interest, for conversion of twelve-month OID notes. We intend to
convert the remaining $414,000 of twelve-month OID notes into
common stock as they mature over the next 45 days. The initial
sales of the twelve-month OID notes, and the issuances of common
stock in conversion of the notes, were 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.
We and holders of notes in the principal amount of $550,000 due
August 12 and August 16, 2020, have agreed in principal to extend
the maturity date of the notes by one year. With respect to the
$475,000 note due August 12, 2020, the holder has agreed to convert
one-fourth of the note at the $0.17 conversion price set forth in
the note, and as consideration for the extension of the maturity
date, we have agreed to issue an additional 299,370 shares of
common stock and extended the expiration of two stock purchase
warrants. The holder expressed the intent to further convert the
remaining principal balance over time during the next 12 months.
With respect to the $75,000 note due August 16, 2020, we paid the
holder $25,000 cash, and agreed to extend the maturity date by one
year. The initial sales of these notes, and the issuances of common
stock for conversion of principal and to extend the maturity date,
were made in reliance on the exemption from registration contained
in Section 4(2) of the Securities Exchange Act and Regulation
D promulgated thereunder as not involving a public offering of
securities.
The following table sets forth the Company’s note-payable
obligations as of December 31, 2019 and July 31, 2020:
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December 31,
2019
(audited)
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July 31,
2020
(unaudited)
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Note payable, matures on demand 60 days’ notice (or March 8,
2023)
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$ |
50,000 |
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$ |
50,000 |
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Line of credit, matures September 1, 2019 or later (on 30-day
demand)
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50,000 |
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50,000 |
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Note payable issued by Clyra Medical to Scion Solutions
LLC(1)
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1,007,000 |
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1,007,000 |
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Convertible note, matures April 7, 2020
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270,000 |
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— |
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Convertible note, matures June 20, 2020
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25,000 |
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— |
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Convertible 12-month OID notes, mature beginning June
2020(2)
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3,112,000 |
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414,000 |
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Convertible note payable, matures April 20, 2021(2)
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100,000 |
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100,000 |
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Convertible note payable, matures August 9, 2021
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600,000 |
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600,000 |
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Convertible notes, mature August 12 and 16, 2021
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550,000 |
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406,000 |
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Total(3)
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$ |
5,764,000 |
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$ |
2,627,000 |
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(1)
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The note issued by Clyra Medical to Scion Solutions requires no
payments unless (i) Clyra raises money through a securities
offering (and is then required to pay 25% of proceeds), or (ii)
generates income (and is then required to pay 5% of gross
revenues).
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(2)
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We have the option, and intend to, convert these notes into common
stock at maturity.
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(3)
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The total does not include the following loans from the U.S. Small
Business Administration: (i) $349,000 in loans from the Payroll
Protection Program, for which we intend to seek complete
forgiveness, and (ii) a $150,000 loan pursuant to the Economic
Injury Disaster program, due in 30 years, bearing annual interest
at 3.75%.
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Item 7.01 Regulation FD Disclosure.
On August 4, 2020, we published a press release regarding the
information reported in Item 3.02 above, as well as information
concerning product sales. The press release is attached hereto as
Exhibit 99.1.
The information in this Item 7.01 of this Current Report on
Form 8-K and Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of
that section or Sections 11 and 12(a)(2) of the Securities Act of
1933, as amended. The information contained in this Item 7.01
and in the presentation attached as Exhibit 99.1 to this Current
Report shall not be incorporated by reference into any filing with
the SEC made by the Company, whether made before or after the date
hereof, regardless of any general incorporation language in such
filing. The Company undertakes no duty or obligation to update or
revise the information contained in this report, although it may do
so from time to time as its management believes is appropriate. Any
such updating may be made through the filing of other reports or
documents with the SEC, through press releases or through other
public disclosures. For important information about forward looking
statements, see the information on the first slide under the
heading “Safe Harbor” in Exhibit 99.1 attached hereto.
Item 9.01 Financial Statements and Exhibits
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: August 4, 2020
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BIOLARGO, INC.
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By:
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/s/ Dennis P. Calvert
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Dennis P. Calvert
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President and Chief Executive Officer
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